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SOURCE Lone Star Value Investors, LP
Lone Star Value Urges All Antares Shareholders to Vote the BLUE AND WHITE Proxy Form to Support the Election of ALL FIVE Lone Star Value Independent and Experienced Candidates
NEW YORK, July 9, 2014 /PRNewswire/ -- Leading independent proxy voting advisory firm Institutional Shareholder Services ("ISS") has recommended that shareholders of Antares Energy Ltd (ASX: AZZ) (AZZEF) vote in favour of the appointment of three new independent directors proposed by major shareholder, Lone Star Value Investors, LP, and also vote in favour of removing two executive directors from the Board.
In making its recommendation ISS commented that "the lack of adequate independent representation on the Antares board is concerning, and could indicate that change is warranted at board level with respect to director independence."
ISS continued "The proposal from Lone Star provides the Company with the opportunity to improve its governance profile given that if the resolutions are passed, the Antares board would become majority independent and would be composed of directors who have the skills and experience that are required in order to progress development at the Company's Permian Basin assets."
ISS' recommendation was welcomed by Jeff Eberwein of Lone Star Value which has called for shareholders to elect five new, independent directors and remove two executive directors at a General Meeting on 22 July.
"We are deeply gratified by the strong endorsement of ISS and appreciate the overwhelming support we have received from our fellow Antares shareholders to date," Mr. Eberwein said.
"We are pleased to see this recognition that Antares needs a stronger Board to lead the Company through the important decisions it faces, especially in maximizing the value of its Permian Basin assets. The experience, independence and commitment to shareholder value that our candidates will add to the Antares Board are indispensable to realizing the full potential of the Company's assets for the benefit of all shareholders."
Mr. Eberwein urged shareholders to vote in favour of all five of its independent, highly-qualified director candidates, Jeffrey Eberwein, Aaron Kennon, Eric Hyman, William Fairhurst and Michael Sharwood, as well as removing Mr. Shoemaker and Ms. McAppion from the Board.
Excerpts from ISS' Analysis & Recommendation
On the Lack of Independence and Serious Governance Deficiencies:
"Currently, the Antares board is not majority independent, comprising three executive directors (James Cruickshank, Vicky McAppion, and Gregory Shoemaker) and one independent non-executive director (Mark Clohessy). Similarly, the audit, remuneration, and nomination committees are non-majority independent, with all committees comprising Mr Clohessy as chairman and Mr Cruickshank as member. If all resolutions under this meeting are approved, the Antares board will be majority independent, as it will comprise one executive director (Mr Cruickshank), one non-independent non-executive director (Jeffrey Eberwein), and five independent non-executive directors (Mark Clohessy, Aaron Kennon, Eric Hyman, William Fairhurst, and Michael Sharwood). Mr Eberwein is not considered independent by ISS as he is founder and CEO of Lone Star, a substantial shareholder of Antares."
In Support of the Election of Lone Star Value's Director Candidates:
"A vote FOR the election of Jeffery Eberwein is warranted given that, if he were elected, he would be sole representative of Lone Star on the Antares board. As a substantial shareholder, Lone Star arguably has the right to have representation on the Antares board. A vote FOR the election of Aaron Kennon and William Fairhurst is warranted because these nominees have relevant skills and experience which would add value to the board as the Company progresses the development of its Permian Basin assets."
In Support of Removing Executive Directors Shoemaker and McAppion:
"Over the tenure of the relevant directors, Antares' share price decreased year-on-year by 30 percent from FY09 to FY10, and over four years by 8.3 percent from FY09 to FY13."
"A vote FOR the removal of incumbent directors Vicky McAppion and Gregory Shoemaker is warranted because they are executive directors on a board that is currently not majority independent. Local market guidelines do not support multiple executive directors serving on non-majority independent boards. Should these executive directors be voted off the board, this will not deny the Company with their expertise since it is common in Australia for executives to be invited to board meetings."
Lone Star Value urges all Antares shareholders to read carefully the materials that Lone Star Value has mailed and may continue to mail to them as those materials contain important information. Lone Star Value called on all Antares shareholders to vote on its blue and white proxy card to improve the Board of Antares.
For further information please visit our website, www.antaresvalue.com.au, or call our shareholder information line, 1300 889 468 (from within Australia) or +61 2 8022 7902 (from outside Australia).
Proxy voting enquiries please contact:
+61 2 8022 7911
Media enquiries please contact:
Cannings Corporate Communications
+61 418 708 663
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