Board of Directors
To the Board of
Guys, we want the special election to be held. This is the kind of fight we dream of. Your lawyer may think we misread the
“You can put out all the usual legalese 'Bull' in these 8-Ks you keep doing. But we’re not going to pretend you’re entitled to the usual defenses of a legitimate public company when you aren’t one.”
Your lawyer thought the best response to this would be asking us to cancel the special election, because
In a democracy, you don’t write the other side asking them to please cancel the upcoming election. You run. You win or you lose. And you abide by the results.
But whatever you do, you do it by talking to the voters instead of conferring with your lawyers. Stop talking to us. Start talking to the voters. Don’t talk to them like you’re subpoenaing them. Talk to them like one human being talking to another.
There are a ton of different owners out there with a ton of different concerns. You can totally win some of them over before
We know there is a chance that some of the company’s directors will refuse to resign even after losing the special election. That is why my last letter stressed the element of personal honor in each individual director’s decision to continue down this path to the actual point of a special election:
“Look at the people around you and ask if this is really the ship you want to go down with? Are these really the people you want to be associating with? Is this really how you want your professional life to end?”
I said that because I knew the next steps for this board were going to be:
1) trying to rig the special election by not providing a shareholder list
2) trying to stay on after losing the special election by arguing that the number of votes each side receives and the company’s own bylaws are the wrong way to judge an election.
In other words, let’s see how well we can rig the election. And then let’s see how little we lose a rigged election by. And then let’s ignore our own company bylaws. And let’s try to stay in power by arguing votes don’t matter, bylaws don’t matter,
Yes. If you rig the election well enough and lose the election well enough, you can – as a
I’m not arguing you can’t finagle things well enough using legal nonsense to get through one special election. You can do that. What I’m arguing is: why?
Why spend big bucks to perform ultimately vote-losing actions like rigging elections and denying election results when you know there will be more elections in the future?
If you win a special election in a way that causes owners to retch at your behavior – is that a win? I don’t know. It’s definitely a short-term strategy.
If you’re committed to these new democratic reforms you laid out in your press release, you need to shift your campaign strategy. A campaign based on legalese nonsense can get you through one election beautifully. But it can’t get you through elections 2, 3, 4, and 5 when it costs you the goodwill of your company’s owners.
Your plan at this special election is to say: Look, owners. Your votes don’t matter. Our company bylaws don’t matter. Laws that say we have to hand over shareholder lists don’t matter. Free and fair elections don’t matter.
This strategy of running against free and fair elections will work for a time.
Legally, it will get you through this special election just fine. It’ll let you stay at the company for a little under four more months. That’s true. But…
That’s not a classy way to go out.
That was the point of my last letter. You’re going out. You don’t get to choose that you’re going out. But you do get to choose how you’re going out.
The special election you want us to cancel is everything we’ve been dreaming of from day one of this campaign. It’s a battle between an honorable, democratic side and a sleazy, dictatorial side. It’s a battle between talking to co-owners like human beings and sending legalese nonsense in letters from your law firm instead of having the candor and confidence to talk in your own voice.
It’s a battle where one side says votes matter and the other side says neither votes nor our own bylaws matter – only
We’re not interested in dialog. We’re interested in votes. We’re going to have one on
That was the point of my last letter. I know some of you are not proud of what you’re doing. Yet you keep doing it. There are more important things in life than clinging to a penny stock’s board for another four months. There’s your own inner scorecard.
“The big question about how people behave is whether they’ve got an Inner Scorecard or an Outer Scorecard. It helps if you can be satisfied with an Inner Scorecard.”
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You don’t get to decide if you win or lose the game. But you do get to decide how you play the game. On
We, like you, have no idea what the outcome will be. But we, unlike you, will be forever proud of how we played the game.
This special election is not pointless. The point is the process. The process to be acted out on
We believe in giving owners what they want. They want to vote. And they’re going to get to vote.
What you do once you hear the owners’ voice is up to you. We think the right call is resignation. We think the other owners will think the right call is resignation.
But
See you
Sincerely,
Contact:
andrew@focusedcompounding.com
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