Cascade Financial Corp., the holding company for Cascade Bank, has resolved a dispute with a shareholders' group short of having to wage a proxy contest.
The group announced on Thursday, April 29, that it will expand the size of its board of directors. This is a fairly common way of adding some of the discontented group's representatives without having to boot any of the incumbents. But it raises the question: don't boards have an optimal size? There must logically be a trade-off involved between hearing the various points of view that ought to be represented in the board room on the one hand, and having unwieldy too-many-cooks meetings on the other? And if there is such an optimal number, this sort of resolution would tend to cause firms to overshoot it. Thus there would be a sacrifice for the immediate good of peace.
Anyway, Proxy Partisans extends its congratulations to the new directors of Cascade: Arnold Hofmann, Christian Sievers, and Thomas Rainville. Here's a bit of bio about each of them:
* Christian Sievers is an executive officer of H&H Properties, which grandly calls itself "the real estate company that gets results.
* Thomas Rainville is an elected Commissioner of the Mukilteo [Washington] Water and Wastewater District, which looks like a small town within broadcasting distance of Frasier Crane's radio station.
* Arnold Hofmann is the owner and developer of various multi-family and commercial properties in the Pacific Northwest.
Showing posts with label Cascade Financial. Show all posts
Showing posts with label Cascade Financial. Show all posts
Tuesday, May 4, 2010
Monday, March 29, 2010
Cascade Financial
Craig Skotdal, one of the twelve directors of Cascade Financial, is unhappy with his fellow members.
Twelve sounds like an unwieldy size for a corporate board, but so far as I can tell yet that is not one of Skotdal's points. Rather, he is unhappy because his fellow board members don't know enough about banking (Cascade is the 8th largest community bank in Washington State) and as a consequence they are too subservient to bank management.
Skotdal has put forward his own slate: three nominees whose presence on the board would improve this situation: Tom Rainville, Arnold Hoffman, and Christian Sievers. The next annual meeting takes place next month.
David Duce, who chairs the corporate governance and nomination committee of the board, has sent a rather snippy letter to Skotda's lawyer, Gary F. Linden, expressing wonder that these candidates were willing "to be interviewed only as a group and only with your law firm present. As Mr. Skotdal is well aware, this is not consistent with the Nominating Committee's practices for evaluating board candidates...in light of your clients' recent actions, the disregard for procedures with which Mr. Skotdal is charged as a sitting Director with enforcing, and the lack of cooperation we have received in trying to assess the qualifications of your candidates, we are left to conclude you have no interest in working cooperatively."
In news that may be related, the SEC also recently refused Cascade's request for a no-action letter, in connection with a shareholder proposal submitted by Ed C. McRory. [A no-action letter is a more-or-less informal green light for a contemplated corporate action. A corporation asks the agency -- if we do X, can we proceed on the understanding you will take no enforcement action? So in this case the SEC said that it could not proceed on that understanding.]
Ed McRory, a shareholder, wants the next meeting to vote on a resolution requesting a compensation policy that "restricts the future granting, enlargement or enhancement of any golden parachute plan...."
Cascade, in a letter December 29, 2009, asked for no-action go-ahead concerning its planned exclusion of this proposal from the proxy materials, because it is (a) vague and indefinite, (b) relates to the company's ordinary business operations, and (c) has already been substantially implemented.
In a response March 4, 2010, the SEC said that it does not believe that the proposal is vague, or that it has been substantially imlemented. Accordingly, it can not be omitted from proxy materials on either of those grounds. The case with the claim of "ordinary business operations" is a little more complicated. If the proposal is meant to apply only to "senior executive compensation," then it is not an interference with ordinary business relations, and this contention too fails. The company was required to give McRory a chance to amend the proposal making clear that it is so restricted, and it can proceed with its proposed exclusion if and only if he refuses to do so.
Twelve sounds like an unwieldy size for a corporate board, but so far as I can tell yet that is not one of Skotdal's points. Rather, he is unhappy because his fellow board members don't know enough about banking (Cascade is the 8th largest community bank in Washington State) and as a consequence they are too subservient to bank management.
Skotdal has put forward his own slate: three nominees whose presence on the board would improve this situation: Tom Rainville, Arnold Hoffman, and Christian Sievers. The next annual meeting takes place next month.
David Duce, who chairs the corporate governance and nomination committee of the board, has sent a rather snippy letter to Skotda's lawyer, Gary F. Linden, expressing wonder that these candidates were willing "to be interviewed only as a group and only with your law firm present. As Mr. Skotdal is well aware, this is not consistent with the Nominating Committee's practices for evaluating board candidates...in light of your clients' recent actions, the disregard for procedures with which Mr. Skotdal is charged as a sitting Director with enforcing, and the lack of cooperation we have received in trying to assess the qualifications of your candidates, we are left to conclude you have no interest in working cooperatively."
In news that may be related, the SEC also recently refused Cascade's request for a no-action letter, in connection with a shareholder proposal submitted by Ed C. McRory. [A no-action letter is a more-or-less informal green light for a contemplated corporate action. A corporation asks the agency -- if we do X, can we proceed on the understanding you will take no enforcement action? So in this case the SEC said that it could not proceed on that understanding.]
Ed McRory, a shareholder, wants the next meeting to vote on a resolution requesting a compensation policy that "restricts the future granting, enlargement or enhancement of any golden parachute plan...."
Cascade, in a letter December 29, 2009, asked for no-action go-ahead concerning its planned exclusion of this proposal from the proxy materials, because it is (a) vague and indefinite, (b) relates to the company's ordinary business operations, and (c) has already been substantially implemented.
In a response March 4, 2010, the SEC said that it does not believe that the proposal is vague, or that it has been substantially imlemented. Accordingly, it can not be omitted from proxy materials on either of those grounds. The case with the claim of "ordinary business operations" is a little more complicated. If the proposal is meant to apply only to "senior executive compensation," then it is not an interference with ordinary business relations, and this contention too fails. The company was required to give McRory a chance to amend the proposal making clear that it is so restricted, and it can proceed with its proposed exclusion if and only if he refuses to do so.
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