- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
2010年5月1日 - 3:53AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by
the Registrant
x
Filed by
a Party other than the Registrant
o
Check the
appropriate box:
o
Preliminary Proxy
Statement
o
Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy
Statement
x
Definitive Additional
Materials
o
Soliciting Material
Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NEXMED,
INC.
(Name of
Registrant as Specified in its Charter)
(Name of
Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x
No fee
required.
o
Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title
of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5) Total
fee paid:
o
Fee paid previously
with preliminary materials.
o
Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
NEXMED,
INC.
6330
Nancy Ridge Drive, Suite 103
San Diego, California,
92121
Explanatory
Note
: On April 16, 2010, NexMed, Inc. filed a definitive proxy statement
for its annual meeting of stockholders, to be held on May 24, 2010 (the “Annual
Meeting”). On April 26, 2010, the Company’s Board of Directors (the
“Board”) adopted Corporate Governance Guidelines (the “Guidelines”), which
provide, among other things, for the adoption of a “majority vote” policy in the
election of directors. A description of this standard is set forth
below, as well as a description of the potential impact on the election of
directors at the Annual Meeting.
Adoption
of Majority Vote Policy
Under the
Company’s Articles of Incorporation and Bylaws, directors are elected by a
plurality vote. The Guidelines set forth a Board policy that provides
that if at an uncontested election of directors (i.e., the number of nominees
for election to the Board is equal to, or less than, the number of seats open
for election), a nominee receives a greater number of votes “withheld” than
votes “for” such nominee’s election, then such nominee shall submit an offer of
resignation, subject to Board acceptance. Under the Guidelines, the
Corporate Governance/Nominating Committee of the Board, with the interested
director abstaining, will consider the offer of resignation and other relevant
circumstances and recommend to the Board the action to be taken. The
Board will then determine whether to accept the offer of resignation and will
notify the affected director of the determination.
Impact
on Proposal Nos. 1A and 1B
The two
nominees for each of Class I and Class II directors who receive the greatest
number of affirmative votes of the shares present in person or by proxy will be
elected as directors for that class. Any shares that are not voted,
whether by abstention, broker non-votes or otherwise, will not affect the
election of directors, except to the extent that the failure to vote for an
individual will result in another individual receiving a larger proportion of
the votes cast. Shares that are voted as “withheld” will be counted
under the Company’s Corporate Governance Guidelines, which provide that if a
director is elected in an uncontested election with more votes “withheld” than
“for”, then that director shall tender his or her conditional resignation; the
resignation will be considered for acceptance by the Governance/Nominating
Committee and then the Board. The Board will have discretion as to
whether to accept the resignation, based on the circumstances of the vote and
other considerations deemed relevant.
* * *
Nexmed (MM) (NASDAQ:NEXM)
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から 5 2024 まで 6 2024
Nexmed (MM) (NASDAQ:NEXM)
過去 株価チャート
から 6 2023 まで 6 2024