Wenz v. Glovecomm Systems
Justice Thomas Whelan
Plaintiffs sought to enjoin a vote scheduled for the annual general shareholders' meeting of Globecomm Systems until more complete disclosures of two proposals were made. Proposal 2 sought to amend a 2006 stock incentive plan to increase the shares of common stock by 1.5 million, while Proposal 4 was a non-binding, advisory vote to approve Globecomm's executive compensation. Plaintiffs sought a postponement of the vote to permit the board time to correct alleged breaches of fiduciary duty and avoid litigation. The court noted plaintiffs admitted service was not effectuated under the terms of an order to show cause. It stated as a company acted through its directors, injunctive relief was not possible if service was not made on the directors. The court ruled untimely service of the motion the day before oral arguments on three of eight directors did not provide the court with jurisdiction to entertain the motion. Further, it noted as plaintiffs could be adequately compensated by damages, there was a failure to show irreparable injury absent the granting of an injunction, and a clear right to the relief sought was not established. Therefore, the court denied the motion.