Sunshine Heart Urges Stockholders to Vote for Proposals at January 9 Special Stockholder Meeting, page-20

New meeting will not be cheap but cheaper and more satisfying than being diluted to the crapper and encouraging / supporting the board and management - they need a wake up call!!

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	Column 1
0	Solicitation by Board; Expenses mce-anchor

Our Board of Directors is sending you this proxy statement in connection with the solicitation of proxies for use at the special meeting . We have retained Morrow Sodali to assist in th e solicitation of proxies for a fee of approximately $ 8,500 plus reimbursement for out-of-pocket expenses. In addition, our directors, officers and regular employees may solicit proxies personally, telephonically, electronically or by other means of communication, but they will not receive any additional compensation for these services. We will pay the cost of preparing, assembling, and mailing the proxy materials. We have requested brokers, banks and other nominees to send the proxy materials to, and to obtain proxies from, the beneficial owners and we will reimburse such record holders for their reasonable expenses in doing so."



@xc_mce
In regards to Quorum  "majority of outstanding shares"

Beneficial owners will be contacted by their broker or nominee to vote.  This should already have happened.
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	Column 1
0	How many shares must be present to hold the meeting?

In order for us to conduct the special meeting, a majority of our outstanding shares entitled to vote as of December 2, 2016 must be present in person or by proxy at the meeting .  This is called a quorum. Proxy cards returned with “Abstain” selected and broker non-votes will be considered present for purposes of determining a quorum."

Brokers may be very lax at this time of year in chasing votes for SSH.

I would suggest the broker "non votes" will get them a quorum.

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	Column 1
0	What vote is required to approve each item of business?

Proposal 1 – Approval of Issuance of Common Stock. The affirmative vote of holders of a majority of shares entitled to vote and present at the special meeting, in person or by proxy, is required for the approval of our issuance of common stock upon conversion or exercise of Series C Preferred Stock, Series D Preferred Stock, Warrants and Placement Agent Warrants. Abstentions and broker non-votes will not be treated as present at the special meeting and thus will have no effect on the outcome of this proposal unless you return your proxy card and select “Abstain”, which will have the same effect as a vote against the matter. Under Nasdaq Listing Rules, holders of securities issued pursuant to the Securities Purchase Agreement are not entitled to vote on Proposal 1.

Proposal 2 – Approval of Issuance of Common Stock. The affirmative vote of holders of a majority of shares entitled to vote and present at the special meeting, in person or by proxy, is required for the approval of our issuance of common stock upon conversion of Series B-1 Preferred Stock.  Abstentions and broker non-votes will not be treated as present at the special meeting and thus will have no effect on the outcome of this proposal unless you return your proxy card and select “Abstain”, which will have the same effect as a vote against the matter. Under Nasdaq Listing Rules, holders of securities issued pursuant to the Securities Exchange Agreement are not entitled to vote on Proposal 2.

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Table of Contents

Proposal 3 – Approval of Reverse Stock Split. The affirmative vote of holders of a majority of shares entitled to vote at the special meeting is required for the approval of the reverse stock split . Abstentions and broker non-votes will have the same effect as votes against the matter.

Proposal 4 – Approval of Adjournment. The affirmative vote of holders of a majority of shares entitled to vote and present at the special meeting, in person or by proxy, is required for any adjournment of the special meeting to solicit additional proxies in the event there are insufficient votes to approve the first three proposals. Abstentions and broker non-votes will not be treated as present at the special meeting and thus will have no effect on the outcome of this proposal unless you return your proxy card and select “Abstain”, which will have the same effect as a vote against the matter.

Other Matters. The Board does not propose to conduct any business at the meeting, nor is it aware of any other matter to be presented for action at the meeting, other than as stated above. If any other matter is properly submitted to the stockholders at the meeting, its adoption generally will require the affirmative vote of holders of a majority of shares entitled to vote and present at the special meeting, in person or by proxy.


The firm they are using

http://morrowsodali.com/services/proxy-solicitation