Okada heads to court to regain Wynn shares for board fight

LOS ANGELES, Mon Oct 1, 2012 – Lawyers for dissident Wynn Resorts shareholder Kazuo Okada’s will urge a Nevada court on Tuesday to overturn the casino company’s forced redemption of the Japanese billionaire’s $2.7 billion stake, a ruling which would allow him to vote at its November 2 shareholder meeting to unseat two board members.

Okada said on Sept. 17 that he would nominate Yale law professor Jonathan Macey and former CBS Corp. CFO Fredric Reynolds for the company’s 12-person board. Okada, who remains a board member, held a 20 stake in Wynn when the board voted in February to rescind the shares.

Wynn has rejected the nominations as invalid, calling it an attempt to divert attention from the issues facing Okada and his holding company, Aruze USA Inc.

The high-stakes legal battle pits Okada, formerly Wynn’s largest shareholder, against Wynn CEO Steve Wynn in a nearly year-long struggle. Each billionaire claims the other made improper payments to win favor in their respective Asian markets.

Wynn forcibly bought back Okada’s stake, valued at $2.7 billion, at a 30 percent discount after an internal probe by former FBI director Louis Freeh revealed that Okada had allegedly violated U.S. anti-corruption laws.

Founder Schulze to Best Buy: “I am not going away”

NEW YORK, Thu Aug 16, 2012 – Best Buy founder Richard Schulze on Thursday repeated his call for the consumer electronics chain’s board to grant him access to the financial information he needs to secure financing for a bid for the retailer.

“I am deeply concerned about the direction of the company and, as Best Buy`s largest shareholder, I cannot simply stand aside,” Schulze said in an Aug. 16 letter to the board. “I still hope to work with the board on a mutually beneficial transaction – but you should know that I am not going away.”

The news came just days after sources told Reuters that several private equity firms that have been approached to join in a buyout of Best Buy are sitting on the fence, citing the lack of a tangible plan by Schulze, and doubts about his ability to pull off the deal.

Earlier this month, the 71-year-old Schulze expressed an interest in buying the struggling retailer for $8.16 billion to $8.84 billion, or $24 to $26 a share. Including the assumption of Best Buy’s debt, the total value would be $10.9 billion, making it the year’s biggest leveraged buyout so far.

“You can easily test how real my proposal is by granting me permission to form a group and by providing basic due diligence information necessary to present a fully financed offer,” Schulze said in a letter to the board of the world’s largest consumer electronics chain.

AOL shareholders re-elect board, reject dissidents in preliminary voting

BOSTON, Thu Jun 14, 2012 – Preliminary voting results show shareholders in AOL Inc. re-elected all eight of the company’s incumbent directors on Thursday, fighting off a challenge by activist hedge fund Starboard Value, Julie Jacobs, the company’s executive vice president and general counsel, told the company’s annual meeting on Thursday.

Jacobs noted that final results would be disclosed in a filing with the U.S. Securities and Exchange Commission.

Chesapeake shareholders rebuke board, seek changes

OKLAHOMA CITY, Fri Jun 8, 2012 – Chesapeake Energy Corp. shareholders delivered a sweeping rebuke of the company’s board on Friday, withholding support for two members up for reelection in the wake of a governance crisis and poor financial performance at the U.S. oil and gas company.

The company said the two directors – V. Burns Hargis, the president of Oklahoma State University, and Richard Davidson, a former chief executive officer of Union Pacific Corp. – had tendered their resignations from the board after winning the backing of just slightly more than a quarter of the shareholder votes cast.

“The vote is fundamentally a referendum on the entire board,” Michael Garland, head of corporate governance for the New York City comptroller, told the annual meeting of investors.

The shareholders also soundly rejected the company’s executive officer compensation program, with only 20 percent backing the measure. However, that vote was only an advisory measure and is not binding.

“Obviously we’ll be studying the result of the vote today and see what needs to be done,” CEO Aubrey McClendon told the investor meeting.

Shares of Chesapeake, the second-largest U.S. natural gas producer, have lost about half their value over the last year as it seeks to convince its shareholders that it is still a good investment despite steep drops in profits and a spate of corporate governance scandals centered on McClendon.

‘No’ votes jump against Wal-Mart’s Duke, directors

BENTONVILLE, Ark., Wal-Mart Stores Inc. CEO Michael Duke, Chairman Rob Walton and former CEO Lee Scott received a far higher percentage of votes against re-election to the board of directors this year than last in the wake of Mexican bribery allegations.

The officials were targeted by large pension funds and activist groups after allegations its Wal-Mart de Mexico unit bribed officials to expand quickly last decade and that management squelched an internal investigation.

Scott, who was CEO of the world’s largest retailer at the time, received the most votes against, 15.65 percent of shares voted, according to Wal-Mart. A total of 13.1 percent voted against Duke, who was president of Wal-Mart International during the investigation, while 12.6 percent voted against Walton.

Audit Committee Chairman Christopher Williams had 13.3 percent of votes cast against him.

“It’s a strong vote of no confidence in the leadership and sends a strong message to the board,” said Michael Garland, executive director for corporate governance for New York City Comptroller John Liu.

Last year, all candidates received about 98 percent or more votes in favor of re-election, Wal-Mart said.

On Friday, Wal-Mart said all 15 board members were re-elected, a foregone conclusion as the family of founder Sam Walton controls roughly one-half of the company’s shares.

NY pension fund urges no vote on Chesapeake directors

NEW YORK, Tue May 29, 2012 – The head of New York’s state pension fund urged shareholders of Chesapeake Energy Corp. to withhold votes to re-elect two members of the natural gas producer’s board of directors.

In a letter issued on Tuesday, New York State Comptroller Thomas DiNapoli said withholding votes from board members V. Burns Hargis and Richard K. Davidson was a “necessary first step toward reconstituting a board that is currently entrenched and unaccountable to shareholders.”

On Friday, activist investor Carl Icahn revealed he had taken a 7.6 percent stake in Chesapeake and called on the company to replace at least four directors.

Icahn asked the company for two board seats for his own representatives and two for another large shareholder such as Chesapeake’s largest, Southeastern Asset Management.

DiNapoli said Hargis, who has been on the board since 2008, and Davidson, who has been on it since 2006, both serve on the audit committee, which has failed to monitor Chief Executive Aubrey McClendon’s mortgages on his stakes in company wells.

“In my view, there needs to be an evaluation of the entire board’s competence and performance, including an assessment of whether the current directors have the necessary skills and attributes to continue to oversee the company,” DiNapoli said in the letter.

Shares in Chesapeake were up 2.7 percent in premarket trading to $16.24.

Ex-Yahoo CEO Scott Thompson resigns from Splunk board

SAN FRANCISCO, Mon May 21, 2012 – Data analytics software maker Splunk Inc. said former Yahoo Inc. CEO Scott Thompson has resigned from its board of directors, effective May 18.

“In regard to recent health issues, we wish Scott all the best for a fast and full recovery,” Splunk Chief Executive Godfrey Sullivan said in a statement.

Thompson, who had joined Splunk’s board in October, was reported to have been diagnosed with thyroid cancer.

Thompson stepped down as Yahoo chief last week, 10 days after activist investor Daniel Loeb accused him of padding his biography by faking a computer science degree.

Last week, Thomson had also resigned from the board of networking gear maker F5 Networks.

Thomson is also a board member of analytics and data management software provider Vertica Systems Inc. – owned by Hewlett-Packard Co. – and Zuora Inc.

Groupon accounting problems put spotlight on board

NEW YORK, Thu Apr 12, 2012 – Groupon Inc., the online coupon company that floated just months ago in the strongest IPO in years, has had recurring accounting problems that critics say show a need for more financial sophistication on its board.

Groupon revised its fourth-quarter results last month, its first results posted as a public company, trimming revenue by $14.3 million. The company also said it found a material weakness in controls over its financial statements.

Fast-growing Groupon has said the latest accounting problems stemmed from a move into higher priced coupons, which led to more customer returns and refunds than anticipated.

The company sells discounted coupons online, keeping part of the money that customers pay for the coupons, with the rest going to participating merchants.

Groupon has asked an external auditor to look into the causes of its internal control weakness and has said it will beef up its own finance staff.

But corporate governance experts questioned the financial background of the Groupon board’s audit committee, which is supposed to oversee both its auditor and the company’s own accountants.

Groupon spokesman Paul Taaffe said the audit committee has met regularly to address accounting issues since the company discovered in February that the refund rate had increased.

Committee members “were in contact with each other, the audit firm and management continuously,” he said.

Members of the audit committee declined comment.

Disney elects board over shareholder group objections

BURBANK, Calif., Tue Mar 13, 2012 – Walt Disney Co. shareholders re-elected 10 members of the Disney board during the company’s annual shareholder meeting despite opposition from shareholder groups who had recommended a vote against four board members.

Institutional Shareholder Services and the treasurer for the state of Connecticut raised objections after the board announced on Oct. 7 that it would combine the roles of chairman and chief executive, elevating CEO Robert Iger to the dual roles.

Chairman John Pepper, who is retiring, announced the board’s reelection based on initial proxies submitted prior to the meeting.

ISS advises shareholders, who make their own voting decisions. The state of Connecticut holds more than 642,000 Disney shares worth about $27 million in its retirement plans.

ISS argued that Disney reversed a commitment to seek shareholder input before combining the CEO and chairman jobs. The company split the roles in 2005 after some shareholders complained about former CEO Michael Eisner holding both titles.

Connecticut Treasurer Denise Nappier in a statement before the meeting said letting Iger hold both titles was “a regressive policy that could impair the board’s role to oversee executive management on behalf of shareholders.”

ISS and Nappier called on shareholders to vote against the four directors who serve on the nominating committee that recommended Iger take on the chairman’s role — JLabs CEO Judith Estrin; Potbelly Sandwich Works CEO Aylwin Lewis; private equity investor Robert Matschullat; and Facebook Chief Operating Officer Sheryl Sandberg.

Iger was not formally announced as chairman during the meeting. That announcement will come later in the day, after the new board meets.

Disney also announced a new company-wide initiative to hire more than 1,000 returning U.S. veterans over the next three years, and to launch a nationwide public awareness campaign for other companies to follow.

Lehman Brothers close to naming a new board: report

NEW YORK ― The bankruptcy estate of Lehman Brothers Holdings is close to naming a new board of directors to help finish winding down the collapsed financial firm, the Wall Street Journal said, citing people familiar with the matter.

The new board, made up of seven experts in restructuring, real estate and derivatives who are not tied to Lehman, will oversee the liquidation of tens of billions of dollars in assets for the benefit of Lehman creditors, the people told the WSJ.

A Lehman spokeswoman declined to comment to the Journal. Lehman could not be immediately reached for comment by Reuters outside regular U.S. business hours.

Lehman reported $639 billion of assets when it filed for protection from creditors on Sept. 15, 2008, in the largest U.S. bankruptcy. The filing was a major trigger of that year’s global financial crisis. Lehman was once the fourth-largest U.S. investment bank.