February 25, 2018

Public Companies

Board Directors, Beware

New rules are giving activist shareholders more clout in the boardroom.

Mike Vogel | 2/1/2010

» Directors with the Lowest Approval Rate

Directors with the lowest approval rate tended to be concentrated on the boards of a relatively limited number of companies. The percentages reflect the “for” vote as a percentage of the shares that were represented or present at the company’s annual meeting, not a percentage of “for” vs. “against.” Example: If a director got 6 million “for” votes of the 24 million represented or present at the annual meeting and only 1 vote was withheld against him, his “for” percentage is 25%, not 99.99%.

Whitney Information (now Tigrent)
Frederick A. Cardin
Allan D. Weingarten

Steven C. Barre
Murray A. Indick
Charles M. Peck

Whitney is that rare company that had a competing slate of two directors put forward by a major shareholder. That shareholder’s candidates were elected, and Cardin and Weingarten left the board.
Drew T. Sawyer
Barry J. Goldstein
Charles W. Santoro
Institutional investors objected to anti-takeover measures the board instituted as safeguards in the stock market collapse.
Syniverse Technologies
James B. Lipham
Timothy Samples
Robert J. Gerrard Jr.
Jason Few
Robert J. Marino
Fritz von Mering
Jack Pearlstein
Tony G. Holcombe
As at Interline, institutional investors, this time advised by RiskMetrics Group, objected to an anti-takeover plan.
Michael B. Fernandez 48%
Waldemar A. Carlo 51%
Manuel Kadre 52%
RiskMetrics recommended against these members of the board’s compensation committee because of what the advisory service sees as poor executive pay practices at the company.
? Group
Jeffrey M. Stibel 60%
Hugh M. Durden 62%
Stibel has left the company to focus on his book, “Wired for Thought.”
Ultimate Software Group
Marc D. Scherr 61%
Rick A. Wilber 63%
James A. FitzPatrick Jr. 64%
Efforts to obtain comment from the company were unsuccessful.
Richard Goldstein
R. Douglas Norby 64%
Intellon was acquired by Santa Clara, Calif.-based Atheros Communications in December.
Sykes Enterprises
Furman P. Bodenheimer Jr.
William J. Meurer
Charles E. Sykes 65%
Efforts to obtain comment from the company were unsuccessful.
WellCare Health Plans
Regina Herzlinger
Christian Michalik 68%
Efforts to obtain comment from the company were unsuccessful.
21st Century Holding
Bruce F. Simberg 68%
Richard W. Wilcox Jr. 69%
Efforts to obtain comment from the company were unsuccessful.
Seacor Holdings
Andrew Morse 59%
Steven J. Wisch 69%
Efforts to obtain comment from the company were unsuccessful.

Tags: Banking & Finance, Business Services

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