A proxy upon thee

A sidelight of note in the notice for this year's annual meeting is a proposal made by a shareholder, to have the board of directors expand to add two new members, preferably ones significantly below the board's median age of 71. The proposal, admittedly a bit naively written in some ways, is opposed by the board, and as such is almost surely doomed.

That said, the language in both the proposal and the company's response do provide some interesting insight into the mindsets of both parties.

The shareholder proposal, at times, reads like something crafted by stock promoter R. J. Falkner, stating, "It is expected that the licensing revenues generated over the next year and beyond will grow significantly," a statement far bolder than the company has produced in recent years. Still, the overall sentiment of the proposal is a reasonable enough one, a demand that the board, for once, get off the dime and get some fresh blood that will be able to manage the "expected" growth.

The company's response primarily takes issue with the six-month time frame suggested for the board augmentation, as well as the vague guideline of "significantly below 70 years of age" for the new board members. The company complains of the "increased difficulty in finding qualified people", saying they have been searching for two years for new directors without success, and that six more months is simply not enough time to guarantee locate two suitable candidates. (Then again, the way this company moves, six months may not be enough time to make coffee.) And I would additionally point out that, what with the state of EEOC regulations these days, it may not even be legitimate to screen new directors by age.

On the other hand, a seemingly overlooked aspect of the proposal is that its language is distinctly non-binding, merely "advising" the board augmentation and that the new directors "should" be relatively younger than most of the current ones. Then again, this company doesn't seem to have much of a track record of being amenable to advice anyway, given how little about this company has changed over the past couple of decades.

Bottom line, we have the overly optimistic shareholder, still on board with the notion that good times are right around the corner for the company, but simply wanting a little accountability, and the company board and management, quite satisfied with the status quo and not particularly interested in input from the shareholders.

To be continued at the annual meeting.