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Interesting that this was issued; an amendment to new By-law #2:
PORT MORESBY, Papua New Guinea and HOUSTON, June 18, 2013 /PRNewswire/ -- InterOil Corporation (IOC) (IOC) announces that, following discussions with institutional investors as well as institutional advisory services, InterOil has amended the advanced notice provisions in the new by‐law no. 2 to meet recent best practice standards. The advanced notice provisions in the new by‐law no. 2 of InterOil, which was approved on April 24, 2013, and modified on June 17, 2013, by the board of directors, and which has been filed on SEDAR, is subject to the approval of InterOil's shareholders at the upcoming annual and special meeting of shareholders to be held on June 24, 2013.
The amended new by‐law no. 2 has been filed on SEDAR (www.sedar.com) and EDGAR (www.sec.gov) and is available on InterOil's website (www.interoil.com). Shareholders can also request a copy from InterOil's Corporate Secretary (Geoff.Applegate@InterOil.com).
About InterOil
InterOil Corporation is developing a vertically integrated energy business whose primary focus is Papua New Guinea and the surrounding region. InterOil's assets consist of petroleum licenses covering about 3.9 million acres, an oil refinery, and retail and commercial distribution facilities, all located in Papua New Guinea. In addition, InterOil is a shareholder in a joint venture established to construct an LNG plant in Papua New Guinea. InterOil's common shares trade on the NYSE in US dollars.
Board meeting yesterday. Love to know what all they talked about. With the Japanese vice-minister in PNG last week and the announcement of the petro plant and the AGM in a week would like to see a opy of that agenda
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'Palm' pid='24465' datel Wrote:
Interesting that this was issued; an amendment to new By-law #2:
PORT MORESBY, Papua New Guinea and HOUSTON, June 18, 2013 /PRNewswire/ -- InterOil Corporation (IOC) (IOC) announces that, following discussions with institutional investors as well as institutional advisory services, InterOil has amended the advanced notice provisions in the new by‐law no. 2 to meet recent best practice standards. The advanced notice provisions in the new by‐law no. 2 of InterOil, which was approved on April 24, 2013, and modified on June 17, 2013, by the board of directors, and which has been filed on SEDAR, is subject to the approval of InterOil's shareholders at the upcoming annual and special meeting of shareholders to be held on June 24, 2013.
The amended new by‐law no. 2 has been filed on SEDAR (www.sedar.com) and EDGAR (www.sec.gov) and is available on InterOil's website (www.interoil.com). Shareholders can also request a copy from InterOil's Corporate Secretary (Geoff.Applegate@InterOil.com).
About InterOil
InterOil Corporation is developing a vertically integrated energy business whose primary focus is Papua New Guinea and the surrounding region. InterOil's assets consist of petroleum licenses covering about 3.9 million acres, an oil refinery, and retail and commercial distribution facilities, all located in Papua New Guinea. In addition, InterOil is a shareholder in a joint venture established to construct an LNG plant in Papua New Guinea. InterOil's common shares trade on the NYSE in US dollars.
Board meeting yesterday. Love to know what all they talked about. With the Japanese vice-minister in PNG last week and the announcement of the petro plant and the AGM in a week would like to see a opy of that agenda
The advanced notice provisions in the new by‐law no. 2 of InterOil --- Any idea what this refers to?
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Some clarification on this amendment. As the PR states this amendment was made to conform with recently updated best practices. Very wisely IOC has gone through great lengths to review and amend its By-Laws etc which were written several years ago. All a part of growing up I guess. Institutional Shareholders Services (ISS) has been around for a while and after revieweing the previous new By-Law 2 they were actually of the opinion that it should not be passed as is. They then recommended the amended language which IOC's BOD adopted. With that change ISS has reversed its recommendation for a "No" vote.
The BOD has determined that it is in the best interest of the Corporation to amend New By-Law No. 2 to remove the requirement in the advance notice policy that the nominee candidates are required to comply in writing with all board policies and guidelines applicable to directors proposed which goes beyond the stated purpose for adopting such policy of providing sufficient time and disclosure for the board and shareholders to consider new board nomination. So paragraph 5 of Item 11 of New By-Law No. 2 was amended to read:
"To be eligible for election as a director of the Corporation, the Corporation may require, at any time, the Nominating Shareholder to cause any proposed nominee to deliver a written agreement, in form and substance acceptable to the Corporation, to the Secretary of the Corporation wherein the proposed nominee: (i) provides a representation that he or she is "independent" within the meaning of such term under Applicable Securities Laws which includes the basis for such determination thereunder; and (ii) acknowledges and agrees that he or she will comply with all policies and guidelines of the Corporation that are applicable to directors."
A bit of housekeeping to be ready for the AGM.
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'Palm' pid='24472' datel Wrote:Some clarification on this amendment. As the PR states this amendment was made to conform with recently updated best practices. Very wisely IOC has gone through great lengths to review and amend its By-Laws etc which were written several years ago. All a part of growing up I guess. Institutional Shareholders Services (ISS) has been around for a while and after revieweing the previous new By-Law 2 they were actually of the opinion that it should not be passed as is. They then recommended the amended language which IOC's BOD adopted. With that change ISS has reversed its recommendation for a "No" vote. The BOD has determined that it is in the best interest of the Corporation to amend New By-Law No. 2 to remove the requirement in the advance notice policy that the nominee candidates are required to comply in writing with all board policies and guidelines applicable to directors proposed which goes beyond the stated purpose for adopting such policy of providing sufficient time and disclosure for the board and shareholders to consider new board nomination. So paragraph 5 of Item 11 of New By-Law No. 2 was amended to read: "To be eligible for election as a director of the Corporation, the Corporation may require, at any time, the Nominating Shareholder to cause any proposed nominee to deliver a written agreement, in form and substance acceptable to the Corporation, to the Secretary of the Corporation wherein the proposed nominee: (i) provides a representation that he or she is "independent" within the meaning of such term under Applicable Securities Laws which includes the basis for such determination thereunder; and (ii) acknowledges and agrees that he or she will comply with all policies and guidelines of the Corporation that are applicable to directors." A bit of housekeeping to be ready for the AGM.
Can you guys please further discuss what you are expecting to be said at the AGM? Is there any posibility the deal will be announced/discussed to any extent?
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Can you guys please further discuss what you are expecting to be said at the AGM? Is there any posibility the deal will be announced/discussed to any extent?
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I have heard that they will give a major detailed update on numerous matters, but I doubt it will be truly substantive news. I think it will be much of the same news we have heard here on SHU dressed up a little better and coming from the source.
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Asked to post this
http://www.sec.gov/Archives/edgar/data/1...026_6k.htm
Somehow this allows the BoD to vote on substantial matters by phone instead of in person.
Why filed today instead of waiting until next week??
The BoD meets on Saturday ... so why file this now UNLESS they have something significant to vote on before Saturday??????????????
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JFT, this amendment was done because when ISS reviewed the proposed By-Law #2 which is up for vote at the AGM, they recommended to the IOC institutional investors that they vote "No". In discussions with these entities this matter came up and so IOC BOD amended the proposed By-Law #2. When they did this ISS removed their recommendation and the institutions no longer have an objection to this now amended By-Law #2 which is up for vote. This was relayed to me by management.
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Palm what you say is true. And the language may have been corrected. But the new language now allows the BOD to vote by phone vs in person. Interesting .
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Agree; matter of convenience I would guess with these guys being all over the world. I intercepted an email that went to the BOD showing how this will be done; could be trouble, but it's the best PNG has right now for Sir Rabbie:
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