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Message: Bristol Letter to JAG, June 13, 2012, SEC Filing
Bristol Investment Partners LLC
BY OVERNIGHT MAIL AND FACSIMILE
June 13, 2012
Board of Directors
Jaguar Mining Inc.
122 North Main Street
Concord, NH 03301
Dear Members of the Board:
Bristol Investment Partners LLC (“Bristol” or “we”) is the largest shareholder of Jaguar Mining, Inc. (“Jaguar” or the “Company”), holding sole voting and dispositive power over 7,285,706 Jaguar common shares, or roughly 8.63% of the common shares outstanding. We are writing to inform you of our intention to withhold 100% of our share votes against the reelection of Gary German, Gil Clausen and John Andrews to the Board of Directors (the “Board”) at Jaguar’s Annual General Meeting scheduled to be held on
June 29, 2012.
Given the extremely disappointing results achieved by Messrs.’ German, Clausen and Andrews (the “Lead Directors”) in their dual capacities as sole members of the Special Committee (reviewing strategic corporate alternatives) and sole members of the Office of the Chairman (overseeing Jaguar’s ongoing operations), Bristol expects withheld votes for these three directors to exceed votes supporting their reelection to the Board by a wide margin.
Fortunately, Jaguar shareholders will finally be afforded a platform for voicing unequivocal dissatisfaction with the Lead Directors’ disastrous strategic review and consequent destruction of shareholder value. Specifically, we note that the election of the Company’s slate of directors at the upcoming Annual General Meeting must be approved by a majority of the votes cast by shareholders. We further note that according to the June 8, 2012 Management Information Circular, “it is the policy of the Board that in an uncontested election of directors, any nominee who receives a greater number of votes ‘WITHHELD’ than votes ‘FOR’ will tender a resignation to the Chairman of the Board promptly following the Meeting.” The Management Information Circular further provides that the Corporate Governance Committee will consider the offer of resignation and will be expected to recommend that the Board accept the resignation.
Bristol, as Jaguar’s largest shareholder, cautions the Board against any action which might circumvent the clear will of shareholders and shareholders’ democracy in the event withheld votes for Messrs.’ German, Clausen and Andrews exceed votes cast for their reelection to the Board. Should shareholders demonstrate clear dissatisfaction with the performance of Messrs.’ German, Clausen and Andrews, Bristol urges the Board to accept their resignations immediately, and work closely with significant shareholders to identify suitable replacements.
According to Institutional Shareholder Services’ 2012 Canadian Proxy Voting Guidelines, the following principle applies when determining votes on director nominees:
For complete SEC filing doc, see: http://www.sec.gov/Archives/edgar/data/1333849/000092189512001341/ex991to13da108666002_061312.htm
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