Wednesday, April 30, 2008

The biggest shafting yet?

It looks like I may have spoken too soon about us being in a dead spot, as the proxy for the 2008 annual meeting was filed with the SEC today, and boy does it contain a doozy.

It turns out REFR runs its stock options plans on a 10-year cycle, and the last one began in 1998 and thus expired as of the end of 2007. (I'm sure the nearly year-long run in the stock, throughout most of 2007, was just a coincidence.)

The new plan for 2008, as detailed in the proxy, contains quite a few new and innovative features. (If only they put this kind of effort into developing their technology!) In addition to the traditional stock options, there's something called "Stock Appreciation Rights", which bypasses the need to exercise options and sell shares on the market (with all the messy SEC paperwork that goes with that), and just hands out cash and/or stock based on the current share price instead. Then, there's a new class of restricted stock, which the board can (theoretically) control the disposal of, although that has a long history of being abused at other companies.

In other news, a shareholder has taken the initiative to propose that the company be more open in detailing licensee activity. This makes enough sense that it will almost certainly be flatly rejected, or fulfilled in a useless way (see, for example, the plea for hiring of new, younger directors last year, and what investors ultimately got).

Also of note, company founder Robert Saxe is up for re-election to the board, along with fellow septuagenarian Robert Budin. Needlessly to say, they will almost certainly be voted right back in with little or no discussion, but one can dream...

Finally, back on the topic of the stock option, or rather, "Equity Incentive Plan", possibly the biggest insult of all comes in the introduction to the plan:
"The Board of Directors believes that the 2008 Plan is essential to the Company's continued success."
Words, for once, fail me.

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