March 5, 2015

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
11%

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

61%
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.
?
Interline
Drew T. Sawyer
Barry J. Goldstein
Charles W. Santoro
39%
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
44%
As at Interline, institutional investors, this time advised by RiskMetrics Group, objected to an anti-takeover plan.
?
Mednax
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.
?
Web.com 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.
?
Intellon
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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