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(1) | Letter to Shareholders of TSM from Wilmer Rodríguez-Silva, Chairman of the Board of Directors of TSM. |
Ø | In Proposal Number 1, seven directors were elected for a three-year term each, the results of the voting was the following: |
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Carmen Ana Culpeper-Ramírez | 5,313 |
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Antonio Faría-Soto | 5,296 | |||||
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Manuel Figueroa-Collazo, PE | 5,270 | |||||
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Jaime Morgan-Stubbe, Esq. | 5,187 | |||||
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Roberto Muñoz-Zayas, MD | 5,266 | |||||
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Miguel Nazario-Franco | 5,251 | |||||
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Juan E. Rodríguez-Díaz, Esq. | 5,287 |
Ø | Proposal Number 2, which required the affirmative vote of the majority of the issued and outstanding shares with the right to vote (4,458 votes in favor), requested the amendment of Article Tenth A of the Amended and Restated Articles of Incorporation of Triple-S Management Corporation, to give flexibility to the numeric composition of the Board of Directors. The result of the voting was the following: |
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Votes in favor | 4,557 | |||
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Votes against | 944 | |||
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Abstained votes | 38 | |||
Total | 5,539 |
This Proposal was approved. | |||
Ø | Proposal Number 3, which requires the affirmative vote of the majority of the issued and outstanding shares with the right to vote (4,458 votes in favor), requested the amendment of the Article Tenth C of the Amended and Restated Articles of Incorporation of Triple-S Management Corporation, to amend the maximum term of the directors to be members of the Board of Directors of Triple-S Management Corporation. The result of the voting was the following: |
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Votes in favor | 4,035 | |||
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Votes against | 1,458 | |||
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Abstained votes | 63 | |||
Total | 5,556 |
This Proposal was not approved. | |||
Ø | The fourth Proposal, Shareholders Proposal, presented by Dr. Francisco J. Echegaray, required the affirmative vote of the majority of the issued and outstanding shares with the right to vote (4,458 votes in favor). This Proposal requires the amendment of the current Amended and Restated Bylaws of the corporation, so that all the heirs of the deceased shareholders inherit the shares of the deceased shareholders that until this moment were not able to do so because of prior bylaws. The result of the voting was the following: |
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Votes in favor | 1,452 | |||
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Votes against | 3,846 | |||
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Abstained votes | 224 | |||
Total | 5,522 |
This Proposal was not approved. |