June 10, 2009
Kvistefos wins Trico vote ... but not by needed margin
An acrimonious proxy battle has ended with Kistefos AS, the largest stockholder of marine support vessel operator Trico Marine Services, Inc. (NASDAQ: TRMA), reporting that it had received "overwhelming stockholder support" for its proposed Board of Director nominees and corporate governance proposals at Trico's Annual Meeting of Stockholders.
Unfortunately for Kistefos, though, the incumbent management wasn't actually overwhelmed. Because Trico's certificate of incorporation and bylaws require many of the stockholder proposals to receive support from more than two-thirds of the shares outstanding, not just the vote cast, noted Kistefos, "it appears that stockholder voices will not be heard."
Kistefos also said it was concerned that some of management's support apparently came from stockholders participation in what it termed Trico's "recent highly dilutive debt exchange."
Kistefos said the preliminary results show that:
Kistefos Chairman Christen Sveaas received approximately 75 percent of the votes cast for his election to the company's Board, and approximately two million more votes than incumbent Trico Chairman and CEO Joseph Compofelice.
Over five million shares, or approximately 40 percent of the votes cast, withheld support for Mr. Compofelice, who also failed to receive affirmative support from a majority of the outstanding stock.
Kistefos CEO Age Korsvold received approximately 52 percent of the votes cast in support of his nomination to the company's Board.
At least three of the four proposals submitted by Kistefos to strengthen Trico's corporate governance standard received more than 50 percent of the votes cast.
Kistefos' proposal to declassify Trico's Board of Directors, meaning any Board nominees who are up for election in future years will be eligible for a one-year term instead of the current three-year term, was passed by Trico's stockholders and will be subject to adoption by the Board.
Kistefos believes that, given the complexity of the contest, these results represent overwhelming stockholder support for change.
"I would like to thank our fellow stockholders for their strong support of our common goal of restoring value and investor confidence in Trico," said Christen Sveaas, Chairman of Kistefos. "Regardless of the outcome, we believe that Trico's stockholders have sent a loud and clear message today: They are demanding change. Had it not been for Trico's unusually high two-thirds minimum vote requirement, we would have taken a significant step in that direction today. We urge the Board to take immediate steps to improve corporate governance policies and accountability at Trico to heed the message of change delivered by their stockholders today. Throughout this campaign, management continually attempted to distract stockholders with legal diversions and personal attacks instead of acknowledging accountability for the company's performance and proposing a strategy to reverse that trend. We will continue to encourage the Trico Board to make positive changes to maximize stockholder value and bring good corporate governance and accountability to the company."
An announcement from Trico put a slightly different spin on the result.
It said that, based on a preliminary review of voting, "Trico stockholders appear to have elected to the Trico Board of Directors both of the company's incumbent director nominees -- Joseph S. Compofelice and Ben A. Guill" and that "stockholders appear to have voted against electing to the Trico Board of Directors the Kistefos nominees, Christen Sveaas and Age Korsvold, as well as several related proposals, including one that would have expanded the Board."
The Trico announcement said that preliminary results also indicate that stockholders have voted in favor of declassifying the Board of Directors. Additionally, stockholders appear to have voted against reducing the threshold needed to request a special meeting and against the proposed director "eligibility" requirement.
"On behalf of Trico's Board of Directors and management team, we thank our stockholders for their support. Regardless of today's outcome, Kistefos remains a major stockholder of Trico and we intend to continue to be responsive to the messages we heard in this contest," said Mr. Compofelice. "Trico's Board has the qualifications and experience to provide effective oversight and direction to the company. We remain dedicated to serving the interests of all stockholders and executing our strategy as an integrated provider of subsea, trenching and marine support vessels and services."
IVS Associates, Inc., the independent inspector of elections, has indicated that it expects to issue a preliminary tabulation of the vote results within two weeks. Final results of the election will be announced once they are certified.