Corresponding to the first, the second and the fourth rule amendments, as expected, the occurrence rate as measured by the number of listed companies with
proxy contests divided by the number of listed companies--lowered respectively from 0.
Commenter's request fails to demonstrate why its written comments do not adequately present its evidence, allegations and views, and, assuming the facts are as Commenter asserts, no material issue is raised by the comments concerning First Mariner's participation in the recent
proxy contest for the reasons stated above.
Duvall and Austin (1965) suggest that poor firm performance can be a motivating factor in the decision to undertake a
proxy contest.
The pioneering work of Duvall and Austin (1965), who studied 40 firms which had a
proxy contest between 1956-1960, concluded that proxy "contests usually are begun in firms which have relatively low rates of return.
T = the number of days in the
proxy contest counting from the announcement day, day zero, to the annual meeting day,
Second, the clear vote of no confidence might incite external forces to attempt a takeover or
proxy contest.
Moreover, this accretive transaction would serve the best interests of all Cracker Barrel shareholders by enabling the Company to continue executing our sound business strategy without the threat of yet another costly and disruptive
proxy contest.
i) Roughly 72% of the sample firms in our study are under a different management team three years after their involvement in a
proxy contest.
We are looking forward to directing our energy toward increasing shareholder value as opposed to fighting this wasteful
proxy contest.
It is our belief the Committee may be committing fraud in their attempt to use those documents in support of their
proxy contest efforts.
Any such proposal should be allowed to proceed on an appropriate timetable allowing for careful review and consideration by the SEC of a number of issues, including whether proxy access should be available to an entity, like Pershing Square, which has initiated its own
proxy contest.
For these reasons, among others, our Board unanimously decided not to nominate Goldstein to our Board, despite his threats to conduct this expensive
proxy contest and related litigation.
