"And friends they may thinks it's a movement."*
Earlier this week, I noted that the stockholders of Fidelity Financial Inc. failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. The vote was hardly decisive because more stockholders voted for the move than against it. Those who couldn't vote or be bothered to vote (i.e., broker non-votes and abstentions) tipped the balance. On Wednesday, stockholders at another NYSE listed corporation, Cannae Holdings, Inc., voted in favor of converting from a Delaware to a Nevada corporation. According to the company's Form 8-K, the proposal received the affirmative vote of 53.7% of the outstanding shares entitled to vote. Yesterday, the corporation effected the conversion by filing a certificate of conversion with the Delaware Secretary of State and articles of conversion (with attached articles of incorporation) with the Nevada Secretary of State. In proposing the conversion, the company's proxy statement cited the following factors:
- More Predictability and Certainty in Board Decision Making
- Reduced Litigation Risk and Costs
- Attracting Qualified Directors and Officers
- Tax Obligations
With respect to tax obligations, the company noted that it had paid approximately $256,875 in Delaware franchise taxes in fiscal 2023 and as a Nevada corporation it expects to pay an annual Nevada state business license fee of $500 and a filing fee for the Company’s annual list of directors and officers of $200.
Cannae is an interesting choice for a corporate name. It is the ancient Roman name for the present day Canne della Battaglia which is located roughly on the other side of the Italian peninsula from Naples. More than two millennia ago, it was the situs of Rome's worst military disaster when the Carthaginian general Hannibal defeated a much larger force of Roman legionaries.
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*Arlo Guthrie, Alice's Restaurant Massacree.
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