Cotterford Co. Ltd. Sends Letter to VolitionRX Following Annual Meeting Vote Results Confirming Deep-Seated Discontent Among Shareholders
Cotterford Co. Ltd. (“Cotterford”) the beneficial owner of approximately 26% of the outstanding shares of VolitionRX Limited (“Volition”) (AMEX: VNRX), today sent a letter to the Board of Directors of the Company regarding the voting results of Volition’s 2020 Annual Meeting and the Company’s path forward.
The full text of the letter follows:
July 9, 2020
Board of Directors
93-95 Gloucester Place
Attn: Executive Chairman Dr. Martin C. Faulkes
Dear Members of the Board:
Together with certain affiliates, Cotterford Company Limited (“Cotterford”) beneficially owns approximately 26% of the outstanding shares of VolitionRX Limited (“Volition” or the “Company”). We believe in the significant long-term potential of the Company and the value of its scientific assets. Unfortunately, Volition has consistently failed to deliver on its promises, not least because of its refusal to articulate a clear path to commercialization, with tangible interim milestones, which has led to a culture of unaccountability. Adding insult to injury, when the Company has conveyed targets, it has repeatedly missed the mark.
The voting results from Volition’s recent 2020 Annual Meeting paint a stark picture of a shareholder base that is fed up with the Company’s “jam tomorrow” mentality. Four of the six incumbent members of the Board of Directors (the “Board”) received support from less than 50% of the outstanding shares, and one of them failed to obtain even a majority of the votes cast. This poor showing is even more striking given that these directors ran unopposed. Further, if we exclude the shares held by Volition’s directors and management, these four incumbents were supported by fewer than 17.5% of the Company’s outstanding shares.
Shareholders also rejected both compensation related proposals – a non-binding advisory vote on compensation practices and the amendment of the Company’s stock incentive plan. The latter is particularly noteworthy: of more than 700 employee stock incentive plans that were proposed to shareholders over the past 12 months, more than 99% achieved the required votes for approval. And, in this case, nearly half of the votes in favor of these proposals came from Volition directors and management. Unaffiliated shareholders opposing these “Pay for Nonperformance” proposals outnumbered supporters by nearly a two-to-one margin.
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