Japan Asia Investment withdrew a proposed amendment to its Articles of Incorporation from its June 30 annual meeting after saying shareholder views made it appropriate to reconsider the planned change in the total number of authorized shares. The board said it decided at a meeting the previous day to pull Proposal No. 1, which had bundled two items, adding business purposes and changing the authorized-share total.
The practical effect is that the company will not seek that change in its authorized-share total at this year's meeting. Just as notable, it pulled the whole proposal rather than splitting out the business-purpose changes. The notice does not say how large the proposed increase was, which shareholders raised concerns, or whether management plans to return with a narrower amendment later.
A separate same-day disclosure gives investors more context on the shareholder base, although it does not tie any specific shareholder to the withdrawal. Japan Asia Investment said Governance Partners holds 23.63% of its voting rights through funds and a subsidiary, and that Governance Partners' representative director, Shun Maruyama, also serves as Japan Asia Investment's chief executive. The company said only one of its five directors overlaps with Governance Partners, that investment decisions require unanimous approval by investment committee members to prevent conflicts, and that it has no direct transactions with Governance Partners itself, although it does deal with funds the firm runs.