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Public Companies
Board Directors, Beware
New rules are giving activist shareholders more clout in the boardroom.
» 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. | |
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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. | |
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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. | |
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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. | |
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Web.com Group | |
Jeffrey M. Stibel | 60% |
Hugh M. Durden | 62% |
Stibel has left the company to focus on his book, “Wired for Thought.” | |
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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. | |
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Intellon | |
Richard Goldstein | |
R. Douglas Norby | 64% |
Intellon was acquired by Santa Clara, Calif.-based Atheros Communications in December. | |
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Sykes Enterprises | |
Furman P. Bodenheimer Jr. | |
William J. Meurer | |
Charles E. Sykes | 65% |
Efforts to obtain comment from the company were unsuccessful. | |
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WellCare Health Plans | |
Regina Herzlinger | |
Christian Michalik | 68% |
Efforts to obtain comment from the company were unsuccessful. | |
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21st Century Holding | |
Bruce F. Simberg | 68% |
Richard W. Wilcox Jr. | 69% |
Efforts to obtain comment from the company were unsuccessful. | |
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Seacor Holdings | |
Andrew Morse | 59% |
Steven J. Wisch | 69% |
Efforts to obtain comment from the company were unsuccessful. |