Gamco's Proposal Was Not Approved by the Shareholders of Bel Fuse (BELFA)
Key Summary: Gamco (23.15%) proposed eliminating Bel Fuse's dual-class stock structure in 2017 and allowing Class A shareholders to convert to Class B shares.The proposal failed at the 2018 AGM due to suppressed voting rights for large Class A holders. Gamco pledged to revisit it.At the 2020 AGM, Gamco's renewed proposal was again rejected by shareholders.
Market Cap: $89 million | Bel Fuse designs, manufactures, and markets a range of products that power, protect, and connect electronic circuits.
- On January 20, 2017, Gamco (23.15%) submitted a proposal to the Board requesting that the Board undertake the necessary steps to eliminate the dual-class ownership structure of the company’s Common Stock.Source
- On January 23, 2017, Gamco filed an amendment to its proposal, clarifying that it was requesting the company's Class A Common Stockholders have the right to convert their shares into Class B Common Stock at their option at any time. Gamco stated that it missed the shareholder proposal deadline for the 2017 annual meeting but requested a vote at the 2018 meeting recommending the Board eliminate the company's dual-class ownership structure.
- At the AGM held on May 22, 2018, 647,052 shares voted “For” Gamco’s proposal, and 673,548 shares voted “Against” Gamco’s proposal. The company’s Certificate of Incorporation suppresses the voting rights of Class A Shareholders owning in excess of 10% of the outstanding Class A Common Stock unless the shareholder takes extraordinary steps to purchase a required number of Class B Common Stock. Consequently, Gamco’s voting rights were suspended with respect to approximately 461,000 shares owned on behalf of its clients as of the record date. Gamco stated it would have voted “For” the shareholder proposal, and the proposal would have been approved by a majority of votes cast at the Annual Meeting. Gamco indicated that it planned to revisit this proposal in future meetings. Source
- On December 12, 2019, Gamco presented a proposal requesting that the Board undertake the necessary steps to provide the company’s Class A Common Stockholders with the right to convert their shares into Class B Common Stock at their option at any time.
- At the AGM held on June 10, 2020, Gamco's proposal was not approved by the shareholders.
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