Preliminary Voting Results Show An Overwhelming Majority of
Stockholders Want Change At Trico
Kistefos AS, the largest stockholder of Trico Marine Services, Inc.
(NASDAQ: TRMA), announced today 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. The preliminary results show that:
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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.
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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.
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Kistefos CEO Age Korsvold received approximately 52 percent of the
votes cast in support of his nomination to the company’s Board.
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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.
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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.
Kistefos noted, however, that 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, 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 Trico's
recent highly dilutive debt exchange. Kistefos said that the final
results of the vote could not be disclosed until the proxies were
reviewed and certified by IVS Associates Inc., the independent Inspector
of Elections. The results will be announced after IVS completes its
review.
“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.”
About Kistefos AS
Kistefos AS is a private investment firm focused on making investments
in medium-sized companies. Kistefos typically invests in turnaround
opportunities and businesses that experience industry consolidation.
Kistefos has holdings in dry cargo-shipping, offshore services and
financial services, as well as technology-founded investments and real
estate development. Kistefos AS was founded in 1979 and is based in
Oslo, Norway.
Media:
The Abernathy MacGregor Group
Tom Johnson/Chuck
Burgess/Mike Pascale
212-371-5999
or
Investor:
Okapi
Partners LLC
Bruce H Goldfarb/Steve Balet/Pat McHugh
212-297-0720