Re: Order Granting Stay 14a-11 - Pete
posted on
Feb 12, 2011 02:23AM
I wasn't intending to get into any discussion, but you deserve a response. However, so do I. Not meaning to be nasty, but I basically posed questions about the current, actual situation as far as BoD elections next year - not only to gain clarification for myself but hopefully for all - and I am disappointed in receiving none. Unless, of course, I am to presume my understandings are exactly correct. Please advise as to your understanding? Do I have it right? I really want to KNOW!
That out of the way, I'm not sure I want to enter your debate for a couple of reasons.
One is that members of the BoD that are already gone are no longer an issue - the debate is a non-starter.
Making comparisons to the current BoD is also somewhat pointless, as it doesn't really matter, they are already there. Attitudes about the current BoD are already "locked in" in shareholders' respective minds, making THAT debate also a non-starter.
In any case our debate as prefaced would inevitably become a comparison of your qualifications versus other anticipated candidates - potentially myself included (candidate or not). It would quickly resemble a "campaign" activity. Along these lines, you'll recall I threw my "hat in the ring" last year primarily because I believe I am well equipped do good things for retail, but also because I did my own little "social comparison" with other candidates. I'll let it go at that, other than to say that it wasn't the qualifications of others, by comparison, that convinced me to drop it. As was my attitude then, let the shareholders make the comparison, and let the candidates answer questions from their hoped-for constituancy so they can form an opinion. There is no reason the candidates cannot maintain a "friendly" relationship, recognizing they are expected to have a common objective - that being for the benefit of all shareholders. This especially when/if there are potentially multiple seats to be filled.
But to briefly answer your questions:
1. The company has stated the desired attributes of a viable BoD candidate. I'm sure you've seen it. Did prior appointees possess these attributes or others of equal "value"? I suspect so, after all, they did get appointed! While perhaps questionable, notice they are now gone.
2. Well, indirectly perhaps, it was you (and I believe others):
"I want to see the company's plan for their exit when none of the 3 board members receives 50% of the vote based on Majority Voting."
Not a big deal really - you got your point across, and that's what matters. Just technically incorrect IMO, depending on the number of candidates.
3. Perhaps this is were you indirectly confirm that my understanding of the situation is correct?
4. Non-starter. Everyone has established attitudes about these folks.
5. Perhaps the day will come where I feel a call is warranted. Don't get me wrong, I'm a friendly dude, have the gift of gab, and have nothing against you, but I just don't see a strong reason at this moment in time. Rain check please!
As long as I'm out of lurk mode for the moment, I may as well offer some thoughts and opinions:
I see value in retaining "corporate memory" and for assuring a high probability of a effective transition if one or two of the current BOD members get voted off.
Imagine all current members voted off. Probable nightmare.
Imagine their replacements, in reality, being totally unequipped for the task, even if the task were reduced to the traditional BoD role. Definite nightmare.
Imagine one new member to the BoD having "forced" their way onto the ballot via 14a-11, presumeably 3 years out. Reducing this thought to basics, what are the chances of a new person accomplishing anything after having forced their way in, unwanted and possibly not respected by the incumbents? IMO, zero. And THIS is why I abandoned the thought of the quest in the last go-round. A pointless endeavor. An "invitation", for all practical purposes, is a prerequisite.
He/she who can best complain (whoever that be) isn't necessarily the best candidate. He/she with the best knowledge, skills and abilities applicable to the "PTSC situation" necessarily is. This assuming all candidates have the best interests of shareholders at heart.
I only post the above because IMO people really need to think this whole thing through. Don't get me wrong, I have nothing against change-for-the-better but have concerns along the lines of "be careful what you wish for....".
One last thought: everything is subject to change. Shareholders will go, new shareholders will come. It is not a static environment.
Respectfully,
SGE, drifting back to the comfort of lurk mode.