May 24, 2013
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 |
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. | |
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