Monday, June 29, 2009

Trico Marine, Outcome

The shareholders of Trico Marine elected the two contested incumbent nominees at the 2009 Annual Meeting, Joseph S. Compofelice and Ben A. Guill.

The Trico Marine Group, which is headquartered in The Woodlands, Texas, provides subsea, trenching, and marine support vessels and services.

This is a defeat for the two Kistefos nominees, Christen Sveaas and Age Korsvold. A proposal to expand the size of the board was also defeated.

But all was not lost for admirers of insurgency. A proposal to declassify the board of directors prevailed.

The company's announcement is here.

One of the unusual features of this particular proxy fight was the involvement of the Jones Act, otherwise known as the Merchant Marine Act of 1920. This is a bill that provides for workers compensation payments to seamen, and that offers various sorts of protectionism to US maritime related industry. For example, the Jones Act prevents US shipholders from refurbishing their ships in foreign ports.

Trico made a point that the Jones distinguishes between US companies and non-US companies, beneficiaries of its protection provisions and non-beneficiaries, based on the control of a company even by indirect means. It said that a May 29th letter the company had received from the US Maritime Administration said that Trico's protected status might be at risk should certain Kistefos-sponsored outcomes ocur at the meeting. I'll try not to get into the technicalities of it, which are intricate.

The bottom line, after all, is that the issue turned out to be a red herring, though, as on June 5 the same agency sent a follow-up letter. "In light of our review of Delaware case law and the affidavit of Messrs Korsvold and Sveaas, we find that concern regarding use of Independent Proxies has been assuaged."

Still, maybe that isn't quite the bottom line. For who knows but that the momentunm of a proxy contest, always an uphill matter, was broken during that period between the 29th and the 5th, when this seemed to be an issue?

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