Court Found that Several AIM Advance Notice
Bylaws Are Invalid
NEW
YORK, Jan. 3, 2024 /PRNewswire/ -- Ted
D. Kellner, Todd Deutsch and
Robert L. Chioini (collectively, the
"Kellner Group") today issue the following statement in
connection with their efforts to bring accountability to the
entrenched, incumbent Board of Directors (the "Board") of AIM
Immunotech Inc. (NYSE American: AIM) and create value for
stockholders.
On December 28, 2023, the
Delaware Court of Chancery ruled
in Mr. Kellner's favor that four separate advance notice bylaw
provisions adopted by the AIM Board in March
2023 are invalid. The invalidated provisions relate to
the substantive topics of arrangements and understandings, prior
relationships among the nominating stockholder or associated
persons and nominees, ownership and other economic interests and
known support. According to the Court, "these provisions seem
designed to thwart an approaching proxy contest, entrench the
incumbents, and remove any possibility of a contested
election." (emphasis added) The Court only addressed six
directly challenged provisions and found four of those to be
invalid, but noted that certain offending language appeared in
numerous other provisions throughout the advance notice
bylaws.
We believe this ruling is consistent with our view that the
clear purpose of AIM's advance notice bylaw amendments was to
provide pretext to deny any nomination, no matter the disclosure
provided, and it was inevitable that any nomination attempt would
be denied.
However, despite this ruling, the Court went on to find that Mr.
Kellner's notice of nominations did not comply with certain
remaining advance notice provisions that were not invalidated (or,
in one case, a predecessor provision that the Court revived).
The Kellner Group disagrees with the Court's opinion on this
finding as to numerous matters of fact and law and Mr. Kellner is
seeking an expedited appeal and to enjoin the Annual Meeting
pending such appeal.
As one of AIM's largest stockholders, Mr. Kellner is pursuing
this appeal to bring accountability to a Board that is committed to
entrenching itself at all costs. We continue to believe that for
AIM to have any chance of success, significant change in the Board
is urgently needed. It is clear to us that stockholders have
no faith in the incumbent Board's abilities or motivations.
It is also very clear to us that if the Board allowed a meaningful
director election, stockholders would overwhelmingly vote for
change.
Following the Delaware Court's
decision, AIM announced that it will disregard the Kellner Group's
nominations and that any proxies voted in favor of the Kellner
Group nominees will not be recognized or tabulated at the Annual
Meeting. If the Annual Meeting is not enjoined and goes
forward as currently scheduled before the appeal is resolved, any
stockholder that previously delivered a gold proxy card to the
Kellner Group, and wishes to be represented at the Annual Meeting,
should consult AIM's proxy materials for information. Although
stockholders would not be able to vote for the Kellner Group
nominees at the Annual Meeting, stockholders would retain the
ability to "withhold" their votes for the incumbent
directors. Even if the Annual Meeting is not enjoined and
goes forward as currently scheduled, Mr. Kellner intends to pursue
his appeal and seek relief to allow for a stockholder vote on the
Kellner Group nominees.
Contact:
Okapi Partners LLC
1212 Avenue of the Americas, 17th
Floor,
New York, New York 10036
Stockholders may call toll-free: (844) 343-2623
Banks and brokers call: (212) 297-0720
Email: info@okapipartners.com
Important Information and Participants in the
Solicitation
The Kellner Group has filed a definitive proxy statement and
associated GOLD proxy card with the Securities and
Exchange Commission ("SEC") to be used to solicit votes for the
election of its slate of highly-qualified director nominees at the
upcoming annual meeting of stockholders of AIM. Details regarding
the Kellner Group nominees are included in its proxy statement.
THE KELLNER GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF AIM TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the identity of participants in the
Kellner Group's solicitation, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the
Kellner Group's proxy statement. Stockholders can obtain a copy of
the proxy statement, and any amendments or supplements thereto and
other documents filed by the Kellner Group with the SEC for no
charge at the SEC's website at www.sec.gov. Copies will also be
available at no charge at the following website:
https://www.okapivote.com/AIM. Investors can also contact Okapi
Partners LLC at the telephone number or email address set for the
above.
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content:https://www.prnewswire.com/news-releases/kellner-seeking-expedited-appeal-of-delaware-court-finding-that-nomination-notice-was-properly-denied-302025641.html
SOURCE Kellner Group