Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
PAUL A. ROSENBAUM
JEFFREY PAUL BEATY
ARTHUR L. WILMES
THOMAS J. ERRICO, M.D.
On August 24, 2021, Paul
Rosenbaum, Jeffrey Beaty and Arthur Wilmes (collectively, the “Investor Group”) filed a complaint (the “Complaint”)
against the Company, together with Scott Kelly, the Company’s Chief Medical Officer and Chairman of the Board, Nader Pourhassan,
the Company’s Chief Executive Officer, and each of the members of the board of directors of the Company (the “Board”)
in the Court of Chancery of the State of Delaware (the “Chancery Court”). The Investor Group is seeking declaratory
relief to compel the Company to honor its nomination notice (the “Nomination Notice”), which was timely delivered
to the Company in accordance with the Company’s bylaws on July 1, 2021 and recognize its five highly qualified director candidates.
The Investor Group alleges that the Company’s rejection of the Nomination Notice was a baseless maneuver and part of the Company’s
unlawful strategy to entrench current leadership and prevent the Investor Group from running a rival slate of Board candidates, thereby
precluding the Company’s stockholders from exercising their franchise.
While the Investor Group believes
that it will prevail in this proceeding against the Company, no assurances can be made.
Stockholders are encouraged
to vote now on the Investor Group’s WHITE proxy card. If, however, the Chancery Court determines that the Company is not required
to recognize the Investor Group’s nominees, their vote on the WHITE proxy card will not be counted and stockholders can vote on
the Company’s proxy card once it becomes available to revoke their vote on the Investor Group’s card. Only the latest-dated
proxy card counts. We will continue to update you on these matters as events warrant.
ITEM 2
On August 26, 2021, the
Participants posted the Complaint to their website at www.advancingll.com and e-mailed it to certain stockholders of the Company:
IN THE COURT
OF CHANCERY OF THE STATE OF DELAWARE
PAUL A. ROSENBAUM,
JEFFREY
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P. BEATY, and ARTHUR
L. WILMES,
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Plaintiffs,
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v.
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C.A.
No._______________
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CYTODYN INC., SCOTT
A. KELLY,
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NADER Z. POURHASSAN,
JORDAN G.
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NAYDENOV, ALAN
P. TIMMINS,
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SAMIR R. PATEL,
and
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GORDON A. GARDINER,
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Defendants.
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VERIFIED COMPLAINT
FOR DECLARATORY RELIEF
Plaintiffs
Paul A. Rosenbaum, Jeffrey P. Beaty, and Arthur L. Wilmes (“Plaintiffs” or the “Proposing Persons”), by and for
their Complaint against CytoDyn Inc. (“CytoDyn” or the “Company”) and members of its board of directors (the
“Board”), allege upon knowledge as to them, and upon information and belief as to all other matters, as follows:
Introduction
1. This
case is in response to the misconduct of the besieged and corrupt Board of CytoDyn, which has directed CytoDyn to take irresponsible
and illegal steps to prevent Plaintiffs from nominating a slate of candidates to unseat incumbent Board members through a fair proxy
contest. So hungry to entrench themselves in self-serving positions and to continue bestowing bloated benefits on themselves, the Board
is causing the Company to purport to reject Plaintiffs’ nominations of Board candidates and thereby to deprive Plaintiffs (as well
as other stockholders) of the most fundamental franchise rights. Indeed, the unlawful attempt to have the Company thwart a fair proxy
contest is only the latest in a pattern of corrupt acts by the Board. Only a few months ago, this Court (Fioravanti, V.C.) in a litigation
involving the grant of stock awards to certain officers and directors said of the Board members: “I am deeply troubled by the
behavior of the defendants in approving these awards. Based upon the record, this strikes me as a case of unmitigated greed”
(emphasis added).
2. Under
its inept current leadership, CytoDyn is a pharmaceutical firm that should be far along -- but regrettably is not -- in developing and
commercializing a blockbuster new drug, Leronlimab, which has the potential to return significant value to the Company’s shareholders.
Instead, CytoDyn is mired in snowballing legal and regulatory issues, including a strained relationship with its primary regulator, the
Food and Drug Administration (“FDA”), and investigations by both the United States Department of Justice (“DOJ”)
and Securities and Exchange Commission (“SEC”) into insider trading and other malfeasance by members of the Board. The Board’s
mismanagement has led to a series of shareholder lawsuits, including the one in which this Court recently admonished CytoDyn’s
CEO and Board members for “unmitigated greed.”
3. The
Board’s most recent effort to entrench itself and protect its members’ outsized pay packages is directed at Plaintiffs, who
as stockholders acting as so-called “Proposing Persons,” nominated a slate of directors to address the issues facing CytoDyn
and shepherd Leronlimab through to FDA approval. The Proposing Persons’ nominees were selected for their regulatory, industry,
medical, and legal expertise built through decades of relevant experience. In accordance with the Company’s By-laws and procedures,
the Proposing Persons indisputably provided timely notice of their nominations to the Board in advance of the Company’s Annual
Meeting on October 28, 2021.
4. Rather
than put its rapidly depleting resources to work securing FDA approval for its drug pipeline, the Company at the direction of the
Board has instead chosen to focus on entrenching itself and to raise purported technical deficiencies with the Proposing
Persons’ notice under the Company’s By-laws. This effort is facially without merit and part of a do-whatever-it-takes
strategy against the Proposing Persons. In particular, the Company, again acting at the Board’s direction, and clearly
forum-shopping to avoid this Courthouse where certain of the Board’s prior misconduct already has been condemned, commenced a
meritless lawsuit in Delaware federal court challenging the Proposing Persons’ proxy materials, which is separate and distinct
from the nominating notice issues involved in this case.
1 It shows how the Company is pursuing scorched-earth, indeed hypocritical, tactics at great expense to frustrate
Plaintiffs’ franchise rights, as the Company improperly seeks to enjoin Plaintiffs’ proxy solicitation even though the
proxy materials satisfied the rigorous SEC review process and at the same time contend to Plaintiffs that their nominations have
been rejected.
1 See CytoDyn, Inc. v. Rosenbaum, et. al, No.: 1:21-cv-01139-MN
(D. Del.) (the “Federal Lawsuit”).
5. On
their face, the purported deficiencies belatedly identified by the Company provide no basis to prevent Plaintiffs from exercising their
right to have their nominated slate of candidates participate in the upcoming Board election. Reflecting its gamesmanship, the Company
in fact waited a full month after timely receipt of the nominating notice to raise its claimed concerns – which means the Company
needed to think long and hard about what contrived arguments it might be able to concoct and sought to ambush Plaintiffs by leaving them
little time. This baseless maneuver should be seen for what it is: part of the Company’s unlawful strategy to entrench current
leadership and prevent Plaintiffs from running a rival slate of Board candidates, thereby precluding CytoDyn’s shareholders from
exercising their franchise. Absent prompt determination of Plaintiffs’ rights and CytoDyn’s obligations under the Company’s
By-laws given the Board election scheduled for October 28, 2021, CytoDyn will succeed in illegally blocking Plaintiffs’ nominees
and ultimately disenfranchising Plaintiffs, as well as other shareholders.
The Parties
6. Plaintiffs
Rosenbaum, Beaty and Wilmes are individual shareholders in CytoDyn who, as of June 30, 2021, the date on which Plaintiffs notified
the Company of its Board nominees, were the direct beneficial owners of a combined 2,278,888 shares of CytoDyn Common Stock.
7. Nonparties
Thomas Errico, Bruce Patterson, Melissa Yeager, and Peter Staats, along with Plaintiff Rosenbaum, are Plaintiffs’ nominees to the
Company’s Board (the “Nominees”, and, together with Plaintiffs, the “Proxy Group”).
8. Defendant
CytoDyn is a Delaware corporation with its principal place of business in Vancouver, Washington. CytoDyn is purportedly “developing”
Leronlimab, a monoclonal antibody CCR5 receptor antagonist, although it has failed to receive regulatory approval for the drug.
9. Defendants
Scott A. Kelly, CytoDyn’s Chief Medical Officer; Nader Z. Pourhassan, CytoDyn’s CEO; Jordan G. Naydenov; Alan P. Timmins;
Samir R. Patel; and Gordon A. Gardiner are members of CytoDyn’s Board. According to their biographies on the CytoDyn website, no
member of the Board has meaningful experience in obtaining FDA approval for a drug or medical device, nor has had prior experience with
the FDA approval process outside of their clumsy Leronlimab effort.
10. After
the Proposing Persons announced their slate of Nominees, current independent Board members Timmins, who serves as the chair of the audit
committee, and Patel evidently recognized the risks of having to face accountability in an election and announced that they would not
stand for reelection. The turmoil among the Board only heightens concerns about the absence of competent stewardship by current leadership
at the Company.
Jurisdiction
and Venue
11. This
Court has jurisdiction over this action pursuant to 8 Del. C. § 111 and 10 Del. C. § 341.
12. As
directors of a Delaware corporation, the Individual Defendants have also consented to the jurisdiction of this Court pursuant to 10 Del.
C. § 3114.
Factual Background
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A.
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CytoDyn’s
Mounting Failures and Legal Entanglements
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13. CytoDyn’s
current Board has a well-earned reputation for incompetence.
14. While
seeking approval of its monoclonal antibody drug Leronlimab, it has alienated the FDA by consistently failing to meet the FDA’s
expectations. A working relationship between an applicant and the FDA, and an understanding of the FDA approval process, is essential
for a nascent drug’s success. Instead of nurturing such a relationship, the FDA recently criticized the Company for its trial results
reporting, requested that the Company start its clinical trial over, and has refused to authorize CytoDyn-led trials.
15. CytoDyn
has also attracted the attention of the DOJ and SEC. CytoDyn recently disclosed in its Form 10-K that the DOJ and SEC served subpoenas
on the Company and “certain of its executives” concerning the Company’s communications with the FDA and its “public
statements regarding the use of [L]eronlimab as a potential treatment for COVID-19 … and trading in the securities of CytoDyn.”
16. The
Company is also awash in securities litigation against the Board and management.2
In settling one of its many suits, this Court remarked on CytoDyn’s CEO:
I must
say that I am deeply troubled by the behavior of the defendants in approving these awards. Based upon the record, this strikes
me as a case of unmitigated greed. … I am also concerned that the SLC (special litigation committee) allowed the mastermind
of these awards, Mr. Pourhassan, to keep the equivalent of 40 percent of his awards...3
2
See, e.g., Alpha Venture Capital Partners, LP, v. Pourhassan,,
No. 2020-0307-PAF (Del. Ch.) (complaint filed April 24, 2020); Alpha Venture Capital Partners, LP, v. Pourhassan, No. 3:20-cv-05909-JLR
(W.D. Wash.) (complaint filed Sept. 10, 2020); Lewis v. Pourhassan, No. 3:21-cv-05190-BHS (W.D. Wash.) (complaint filed March
17, 2021); Goodwin v. Pourhassan, No. 3:21-cv-05260 (W.D. Wash.) (complaint filed April 9, 2021); Berndt v. Kelly, M.D.,
No. 3:21-cv-05422 (W.D. Wash.) (complaint filed June 4, 2021); Lavin v. Pourhassan, No. 3:21-cv-05465 (W.D. Wash.) (complaint
filed June 25, 2021).
3 See Transcript of
4/19/21 Oral Argument and Ruling of the Court on the Special Litigation Committee’s Motion for Approval of Approved Settlement,
Alpha Venture Capital Partners LP, v. Pourhassan, No. 2020-0307-PAF at 28:6-9, 28:18-21.
17. The
Board’s greed, coupled with the Company’s inept management, has frozen CytoDyn out of traditional credit markets. CytoDyn
has had to resort to borrowing money on highly unfavorable terms from toxic lender Iliad Research and Trading, L.P., led by John M. Fife.
To settle an SEC complaint against him regarding insider trading, Fife – who was already barred by FINRA at the time he entered
into the loans with CytoDyn – agreed to an associational bar.
18. More
recently, the Company has wasted corporate resources to entrench the Board by filing a meritless suit in the United States District Court
for the District of Delaware against the Proxy Group purporting to raise issues with their preliminary proxy statement. To conserve resources
and move past these stall tactics, the Proxy Group filed a revised preliminary proxy statement with the SEC, addressing the Company’s
purported disclosure concerns and thus mooting that action. The Proxy Group has since filed its definitive proxy statement.
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B.
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Plaintiffs’
Nominating Notice
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19. Pursuant
to Section 2(a)(2) of the Company’s By-laws, which requires notices of nominations 90-120 days prior to the Annual Meeting,
on June 30, 2021, the Proposing Persons sent a letter to the Secretary of the Company providing notice of its nomination of five
individuals to the Board (the “Nominating Notice”) (attached as Ex. A). Although the notices of nominations are geared
towards giving the Company information to include in proxy materials it prepares, Plaintiffs have not sought to have their slate included
in the Company’s proxy statement but rather have taken on the responsibility to prepare their own proxy materials independent of
the Company’s materials. In fact, so unsettled and rattled is the current Board that the Company itself, unlike Plaintiffs, have
not yet filed even preliminary proxy materials with the SEC for the upcoming shareholders meeting on October 28, 2021.
20. Even
though Plaintiffs are proceeding with their own independent proxy materials, their 222-page Nominating Notice provided, in meticulous
detail, information on the Proposing Persons and Nominees, and included the nominating consents of the Nominees; information on transactions
in the Company’s common stock for both the Proposing Persons and Nominees for the prior two years; extensive questionnaires for
each Nominee and Proposing Person; and all other documents and information required under the By-laws. See By-Laws (attached as
Ex. B) § 2(a)(2).
21. The
Nominating Notice likewise detailed the qualifications of each of the Nominees and explained why they could succeed where the Company
has failed in obtaining FDA approval of Leronlimab:
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a.
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“Ms. Yeager
is an expert in pharmaceutical, medical device, and biotechnology regulatory affairs.
Since 2020, Ms. Yeager has served as Principal of Regulatory Consulting Group, a regulatory
affairs and compliance consultant for development-stage biopharmaceutical companies and Senior
Vice President, Jaguar Health. … The Proposing Persons believe that Ms. Yeager’s
regulatory affairs and compliance expertise will make her a valuable addition to the Board.
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b.
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“Dr. Patterson
is a leading authority on the effects of viral pathogens on the human immune system.
He currently serving as Founder and, since October 2009, Chief Executive Officer of
IncellDx, a leading biotechnology molecular diagnostics company. … Dr. Patterson
has also created companion diagnostics for FDA clinical trials run by Merck, Pfizer, and
others, and has 91 issued and pending patents worldwide.
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c.
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“Dr. Errico
is a world-class surgeon, entrepreneur, and FDA consultant, has served as Associate
Director of Pediatric Orthopedic and Neurosurgical Spine at Nicklaus Children’s Hospital
Center for Spinal Disorders in Miami, Florida since January 2019, where he specializes
in pediatric spinal deformities. … The Proposing Persons believe Dr. Errico’s
medical and FDA expertise, as well as his industry knowledge, will make him a valuable addition
to the Board.
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d.
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“Mr. Rosenbaum
… was Chief Executive Officer and Chairman of the Board of Directors of global
media measurement and research company Rentrak Corporation from September 2000 until
June 2009, a NASDAQ company. … The Proposing Persons believe Mr. Rosenbaum’s
legal expertise, as well as his industry knowledge, will make him a valuable addition to
the Board.
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e.
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“Dr. Staats
is one of the world’s foremost pain management doctors [and] has a long track
record of working with the FDA, having served as the co-principal investigator on the largest
randomized controlled trial ever performed on intrathecal pumps, and principal investigator
on the first large scale trial on a novel intrathecal agent for pain. … The Proposing
Persons believe Dr. Staats’ medical expertise, his understanding of FDA and regulatory
path and his familiarity with corporate governance will make him a valuable addition to the
Board.”
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Ex. A at 3-6.
22. CytoDyn
admits as it must that it timely received the Nominating Notice on July 1, 2021, ahead of the July 2, 2021, advance notice
deadline set forth in the Company’s By-laws. While the Proposing Persons specifically requested that the Company promptly notify
them if the Company contended the Nominating Notice “is incomplete or is otherwise deficient in any respect,” Ex. A at 12,
and, in the absence of such notice, that the Proposing Persons would assume that the Nominating Notice was compliant with the By-laws,
the Company did not raise any purported issues with the Nominating Notice in a timely fashion.
23. After
twenty days of not hearing anything further from the Company, on July 20, 2021, the Proxy Group filed its preliminary proxy statement
with the SEC. In it, the Proxy Group set forth its position as to why Company management was in dire need of change:
We firmly
believe that [CytoDyn] is deeply undervalued and that management and the Board have mishandled their stewardship of Leronlimab, thereby
failing to capitalize on significant opportunities to unlock substantial value for all stockholders. As a result of their mismanagement,
the Company continually posts sizeable losses despite the tremendous potential of Leronlimab.4
4 See Proposing
Persons’ July 20, 2021, preliminary proxy statement, available at
https://www.sec.gov/Archives/edgar/data/0001863643/000110465921094022/tm2122498-2_prec14a.htm
24. After
the preliminary proxy statement was filed, the Company began its all-out assault on the Proposing Persons. A full month after the Proposing
Persons served the Nominating Notice, on July 30, 2021, the Company addressed a letter (the “Deficiency Letter”) to
Rosenbaum purporting to raise more than 50 technical deficiencies with the Nominating Notice and accompanying questionnaires. Ex.
C (Deficiency Letter). The fact that the Company lay in wait for a month reflects its bad faith, the lack of bona fides to its posturing,
and the self-serving gamesmanship of the Board in conducting Company affairs at the expense of Plaintiffs’ fundamental rights as
stockholders.
25. The
purported litany of baseless claims of deficiencies run the gamut from the Company’s misreading of its own By-laws to misreading
of SEC regulations to complaints about the format of the information presented.
26. For
example, the Company claimed that Proposing Persons Wilmes and Beaty were not stockholders of record at the time of the Nominating Notice.
However, each of Wilmes and Beaty were stockholders of record on June 30, 2021, and were therefore permitted under the By-laws to
propose nominees.
27. The
Company accused the Proposing Persons of not disclosing certain acquisitions or dispositions of the Company’s stock because they
did not list certain stock options granted to Dr. Patterson as compensation for his consulting work. The Exchange Act’s regulations,
however, do not call for the disclosure of acquisition and dispositions, but rather for disclosure of purchases and sales, which stock
grants are not.
28. The
Company also claims to have found a deficiency in the Proposing Persons’ failing to provide certain information “in the necessary
tabular form.” The By-laws do not, however, require that the information required to be disclosed in nominating notices be presented
in any particular form. All of the relevant information was included.
29. The
Company also took issue with certain responses in the questionnaires of Proposing Persons Beaty and Wilmes. The Company misinterprets
its own By-laws, as CytoDyn’s By-laws do not even require Proposing Persons to submit questionnaires; the questionnaire requirement
applies only to Nominees.
30. The
Company’s issues with the Nominee questionnaires were likewise pretextual. The Company found a purported deficiency in Nominee
Yeager’s questionnaire, where Yeager answered certain questions by writing “see attached.” The Company mistakenly claimed
nothing was attached, but the questionnaire was attached to the rest of the Nominating Notice, which contained the required answers.
The Company complained that Nominee Staats did not disclose the existence of a limited liability company that he created to employ caregivers
for his ailing (and since deceased) father, even though the LLC had no bearing on Dr. Staats’ fitness to serve as a director,
nor was he ever employed by the LLC.
31. The
remaining so-called “deficiencies” consist largely of information known to the Company and, in any event, in the public record,
or areas in which the Company disputes the accuracy of the Proposing Persons’ information (such as whether Dr. Patterson “can
exert significant influence over an entity”). One thing is clear from the substance of these purported “deficiencies”:
the Company possesses all the knowledge it needs or may want concerning the Nominees and any purported issues with the Nominating Notice
are a pretext to prevent the Proxy Group from presenting its slate of directors at the October 28 meeting, allowing the incumbents
to entrench themselves.
32. Realizing
the weakness of the Deficiency Letter, the Company also commenced the Federal Lawsuit seeking, among other relief, a declaration that
the preliminary proxy statement does not comply with federal securities laws. In that suit, the Company is seeking far-flung discovery
for no purpose other than to harass Plaintiffs and their potential constituents; drive up expenses for the Proposing Persons; distract
the voters from the Board’s failures; and engage in a fishing expedition into a rival slate of nominees.
33. On
August 11, 2021, the Proposing Persons responded to the Deficiency Letter, addressing each of the Company’s purported issues
with the Nominating Notice (the “Response Letter”). Attached as Ex. D. As the Response Letter made clear, the Deficiency
Letter was “a thinly veiled attempt to disenfranchise stockholders and blatantly entrench management in breach of the Board’s
fiduciary duties.” Ex. D at 1.
34. The
Response Letter explained, step-by-step, how the Nominating Notice provided all of the information regarding the Nominees required by
the By-laws. But the Proposing Persons did not stop there. Where the Deficiency Letter demanded information not required
in the Company’s By-laws, the Proposing Persons nevertheless provided it. The Proposing Persons did not, and have not, attempted
to hide anything from the Company. Under the Company’s By-laws, the Nominating Notice serves a dual purpose: (a) to provide
the information required under Regulation 14A of the Exchange Act; and (b) to provide information CytoDyn “may reasonably
require to determine the eligibility of such proposed nominee to serve as a director.” Ex. B § 2(a)(2)(A). The Company has
made no allegation that it ever lacked information required to determine the Nominees’ eligibility.
35. The
Response Letter alerted the Company that, if the Company did not confirm that CytoDyn intended to honor the Proposing Persons’
Nominees by August 18, 2021, the Proposing Persons would commence legal action. Further reflecting its utter bad faith, the Company
waited until 9:00 p.m. on the last day by which a reply was requested as if it needed time to prepare a substantive explanation
of its position. On that date, the Company, having waited the week, only sent a perfunctory communication standing by its objections,
claiming that, from the Board’s conflicted position, the “Proposing Persons do not have the right to nominate any candidates
for election as directors at the 2021 Annual Meeting.”
36. Due
to the upcoming Annual Meeting and the importance to the stockholder franchise, Plaintiffs require a prompt determination of this matter.
No discovery appears needed to dispose of the Company’s misguided bases for asserting deficiencies and purporting to refuse to
recognize Plaintiffs’ nominees for the upcoming Board election.
COUNT I
Declaration that
the Company Under its Board Direction Has Not Complied with Its By-laws Regarding Board Nominations
37. Plaintiffs
repeat and reallege Paragraphs 1 through 36 as if fully set forth herein.
38. Under
the Company’s By-laws, the Company is required to acknowledge and accept nominations for elections as a director when that notice
is sent and received by the deadline of July 2, 2021. See Ex. B, § 2(a)(2).
39. The
Proposing Person’s Nominating Notice complied with all Company By-laws and is valid notice of their intent to nominate the Nominees
for positions as directors, to be voted upon at the Company’s Annual Meeting. When the Company requested additional information
not required under the By-laws, the Proposing Persons nevertheless complied, despite having no obligation to do so.
40. Acting
at the direction of plainly conflicted incumbent Board members attempting to preserve their own positions without regard to their legal
duties and obligations, the Company unjustly and unlawfully has purported to reject the Nominating Notice. In so acting, the Company
is unlawfully preventing Plaintiffs as stockholders from proceeding with their Nominating Notice in compliance with the By-laws (which
it satisfied in good faith and certainly with no material discrepancies). Instead, the Company is acting unlawfully to entrench its current
leadership, who are corrupt and incompetent, and to block Plaintiffs from presenting alternative candidates to stockholders, consistent
with their franchise rights.
41. By
rejecting the Nominating Notice, the Company, under the conflicted Board members’ direction, has violated the express terms of
the By-laws and is depriving Plaintiffs of their crucial nominating rights.
42. Plaintiffs
have no adequate remedy at law.
WHEREFORE,
Plaintiffs respectfully request that this Court enter an order:
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(a)
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Declaring
that the Nominating Notice complies with the Company’s By-laws;
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(b)
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Declaring
that the Nominees are permitted to stand for election at the Company’s annual meeting;
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(c)
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Permanently
enjoining the Company and its Board from taking any actions to prevent the Proxy Group from
exercising their rights under the Company’s By-laws; and
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(d)
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Granting
Plaintiffs such other and further relief as the Court deems just and proper.
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Of Counsel:
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GREENBERG TRAURIG, LLP
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GREENBERG TRAURIG, LLP
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/s/ Lisa Zwally Brown
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Lisa Zwally Brown (#4328)
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Hal S. Shaftel
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brownli@gtlaw.com
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Daniel Friedman
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1007 North Orange Street, Suite 1200
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Sarah E. Atlas
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The Nemours Building
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200 Park Avenue
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Wilmington, Delaware 19801
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New York, New York 10016
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(302) 661-7000
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(212) 801-9200
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shaftelh@gtlaw.com
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friedmand@gtlaw.com
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atlass@gtlaw.com
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BAKER BOTTS LLP
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Drew G.L. Chapman
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John P. Johnston
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30 Rockefeller Plaza
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New York, New York 10112
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(212) 408-2515
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(212) 408-2582
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drew.chapman@bakerbotts.com
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john.johnston@bakerbotts.com
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Attorneys for Plaintiffs
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Dated: August 24, 2021
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