Earlier (below) we highlighted these troubling trends at our blog, including how one company, KSW, Inc., actually disenfranchised shareholders by recently approving a bylaw amendment that limits all nominations to 5%/one-year investors. It seeks to use this recent amendment to exclude a proposed proxy access amendment from a shareholder, Furlong Financial. Before the proposed amendment, KSW had no such restrictions. Interestingly, KSW's new bylaw amendment made no mention of proxy access.
 
Today, KSW disclosed a revision to its new bylaw amendment. The bylaws, as re-amended, now provide for proxy access. Yet, they also include the same restrictions on nominations as before.

Take a look at the re-revised bylaws, and see if you agree that the bylaws now allow only 5%/one-year shareholders to nominate director candidates.
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Troubling Proxy Access Trends

Now that shareholders can attempt to "order privately" proxy access at portfolio companies, what have we seen so far as "proxy season" gets underway?   

 

We've seen trouble, we think. If investors aren't careful, they may lose more than they gain, in terms of the basic right to nominate BoD candidates, let alone feature those candidates in company proxy materials.

 

We explain what's going on in our current blog post
For further information, or to discuss a specific turnaround situation, please contact:
 
Michael R. Levin
[email protected]
847.830.1479