Leonard J. Brandt Issues Statement Regarding CNS Response, Inc.
IRVINE, Calif.-(Business Wire)-September 26, 2009 - Len Brandt announces today that IVS Associates, Inc. submitted its final report and certification of voting results, in its capacity as Inspector of Election for the Special Meeting. The Inspector of Elections certified that Mr. Brandt and the other members of his slate were elected, thus confirming its initial report. Len Brandt previously announced that the stockholders of CNS Response, Inc. elected as directors William E. Bunney, Jr., M.D., William Murray, Mordechay Yekutiel, Andy Goren, David W. Mazepink and Leonard J. Brandt at the Special Meeting of Stockholders held on September 4, 2009.
The Inspector of Elections rendered this report after considering and rejecting twelve challenges to the voting tabulation made by incumbent management. The Final Report of IVS is included at the end of this news release.
Today, the Delaware Court convened a hearing to consider a possible injunction requested by Mr. Brandt. If granted, the injunction would prevent incumbent management from taking actions outside the normal course of business or convening another stockholder meeting until the trial in Delaware concludes. The Delaware Court announced that it intends to rule on the requested injunction on Monday, September 28, 2009. Len Brandt filed a lawsuit in the Delaware Court of Chancery to enforce the results of the stockholder vote because incumbent management at the Company has not accepted the validity of the Special Meeting.
IVS Associates, Inc. Final Report follows:
CNS Response, Inc.
Special Meeting of Stockholders Held September 4, 2009
Final Report
I, the undersigned, appointed Inspector of Election* at the Special Meeting of Stockholders (the “Meeting”) of CNS Response, Inc. (the “Company”), held on September 4, 2009 hereby certify as follows:
1) Before entering upon the discharge of my duties as Inspector of Election* at the Meeting, I took and signed an Oath of Inspector of Election.
2) The Meeting was held at the registered office of the Company, United Corporate Services, Inc., 874 Walker Road, Suite C, Dover, Delaware 19904, at 1:00 a.m.[sic], local time, pursuant to notice duly given.
3) At the close of business on August 24, 2009, the record date for the determination of stockholders entitled to vote at the Meeting there were 28,872,476 shares of the Company’s common stock outstanding, each of such shares being entitled to one vote.
4) At the Meeting, the holders of 16,284,013 shares of the Company’s Common Stock were represented in person or by proxy, constituting a quorum.
5) The undersigned canvassed the votes of the stockholders cast by ballot or proxy on the matters presented at the Meeting.
6) At the Meeting, the vote on the election of six (6) directors to serve until the next Annual meeting of stockholders or until their successors are duly elected and qualified, was as follows:
| For | Withheld | |||||||||
| Leonard J. Brandt | 14,287,776 | 1,996,237 | ||||||||
| William E. Bunner [sic], Jr, MD | 14,310,276 | 1,973,737 | ||||||||
| William Murray | 14,310,276 | 1,973,737 | ||||||||
| Mordechat [sic] Yekutiel | 14,310,276 | 1,973,737 | ||||||||
| Andy Goren | 14,310,276 | 1,973,737 | ||||||||
| David W. Mazepink | 14,310,276 | 1,973,737 | ||||||||
7) At the meeting, the vote on a proposal to adjourn the meeting to solicit additional proxies if there were insufficient votes to constitute a quorum or approve the election of directors was as follows:
| For | Against | Abstain | |||||||
| 14,232,072 | 247,993 | 1,803,948 |
IN WITNESS WHEREOF, I have made this Final Report and have hereunto set my hand this 24th day of September 2009.
IVS Associates, Inc.
/s/ William A. Marsh
William A. Marsh
*The Chair of the meeting, representing Mr. Brandt, appointed the above named person as Inspector. It should be noted that counsel, for CNS Response, Inc., also appointed an Inspector for the meeting.
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