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Clients and Case Studies > Proxy Contest/Corporate Dispute Resolution
Client: EnGlobe
Situation:
A dissident action to replace the board of directors and management was led by the ousted founder, who was also the past President and CEO. The dissident owned approximately 24% - and controlled approximately 31% - of the total shares outstanding pre-solicitation while the current management and the board owned less than 2% of the total shares outstanding pre-solicitation. Total shares outstanding were approximately 38 million with a large retail shareholder base and only three institutional shareholders.
Our approach:
The company, led by a GEP partner, used a "sword" based communications plan that permitted the company to define the dialogue which provoked responses from the dissidents that diminished their impact. Aggressively used the proxy solicitation rules to the company's advantage and ensured thorough back office administration and proxy follow up. Management also actively called and/or met with all shareholders who held not less than 5,000 and then diligently tracked voter responses.
Impact:
The Company won the vote with a voter turnout of over 80%. Dissident action was defeated and the company, again led by a GEP partner, was subsequently turned around operationally and then recapitalized, resulting in a substantive improvement to operating cash flow.