Additional Proxy Soliciting Materials (definitive) (defa14a)
11 October 2017 - 9:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☐
|
Definitive Proxy Statement
|
☒
|
Definitive Additional Materials
|
☐
|
Soliciting Material under §240.14a-12
|
QUOTIENT LIMITED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
☐
|
Fee paid previously with preliminary materials.
|
☐
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
The following form of email is being sent to certain shareholders of the Registrant in connection with
the Registrants 2017 Annual General Meeting of Shareholders.
FORM OF EMAIL TO CERTAIN SHAREHOLDERS OF QUOTIENT LIMITED
Dear Shareholder,
Recently you received the proxy
statement for this years annual general meeting of shareholders of Quotient Limited (the Company). The annual general meeting is scheduled to be held on October 27, 2017.
Certain of the resolutions (Resolutions 1 to 8) seek shareholder approval to re-elect our eight current directors to the board of directors (the
Board).
In the proxy statement, the Board unanimously recommends a vote FOR each of the nominees as directors.
You may be aware that
Glass, Lewis & Co., LLC, an independent proxy advisory firm (Glass Lewis), has issued a withhold vote recommendation on the resolution (Resolution 7) to re-elect Zubeen Shroff to the Board. This recommendation
appears to be based on concerns over Mr. Shroffs independence, which in Glass Lewiss view impacts his ability to serve on Board committees generally.
As described in more detail in our proxy statement, although Mr. Shroff is not currently independent as defined in the applicable SEC rules related to
audit committee composition, the Board has however determined that Mr. Shroff is an independent director under the applicable NASDAQ rules. The SEC independence rules relate only to the audit committee and Mr. Shroff does not serve on our
audit committee. Mr. Shroff serves on our remuneration and nominating and corporate governance committees and satisfies all applicable NASDAQ independence criteria related to his service on such committees. Mr. Shroff also serves on our
strategy and regulatory committee.
I also note that another proxy advisory firm, Institutional Shareholder Services Inc. (ISS), has
issued yes vote recommendations for all of our director nominees, including Mr. Shroff. I hope with these clarifications you will be able to support Mr. Shroffs re-election.
Regards,
Paul Cowan
Chairman
Quotient Limited
Quotient (NASDAQ:QTNT)
Historical Stock Chart
From Apr 2024 to May 2024
Quotient (NASDAQ:QTNT)
Historical Stock Chart
From May 2023 to May 2024