I am too busy to provide the usual analysis of the proxy at CSP Inc. (CSPI). Today is the last day to vote the CSPI proxy using the Internet. The most critical item on the CSPI proxy is my proposal to allow shareowners to nominate board members. Please vote in favor of proposal #5, proxy access.
Below is the text of the speech in favor of my proxy access proposal to be give at tomorrow’s annual CSPI meeting, followed by my voting recommendations:
Speaking in support of Proposal #5:
Proxy Access for Shareholders at CSPI
We are delighted to see recent improvements at CSPI that led to increased earning and support all current directors and the executive pay package. While these improvements reduce issues raised in our proposal, they don’t eliminate the need for long-time shareholders, with a substantial investment in CSPI, to be able to place the names of nominees in our proxy.
Being in the proxy isn’t the same as winning seats. Any nominees will still need to get a majority of votes cast. In addition, we remind shareholders our proposal is advisory. Your vote simply asks the Board to amend our governing documents and while it does specify language, we have no problem with CSPI adopting amendments that remain within the spirit of what we request.
The major idea here is that we want a real competition of ideas. Let’s allow groups of shareholders holding 3% of CSPI’s stock, if they have also held that stock for 2 years – to place their nominees on the proxy. Proxy access would drive competition among board candidates and would create direct accountability to shareholders.
CFA Institute, the group that certifies chartered financial analysts, recently issued a through report concluding that proxy access has the potential to enhance board performance and raise overall US market capitalization by up to $140.3 billion.
CSPI has improved. However our stock has still underperformed the NASDAQ substantially since this proposal was filed back in early September. We are delighted to see performance picking up. Proxy access would add to that momentum. Please vote in favor of proposal #4, proxy access.
My Proxy Voting Recommendations for CSPI (My Votes in Bold)
| Proposal(s) | Recommendations of the Board of Directors | CorpGove Votes in Bold | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | DIRECTOR
| For | For All Nominees Withhold All Nominees For All Except Selected Below
| |||||||||||||||||||||||||
| 2. | TO APPROVE THE 2015 STOCK INCENTIVE PLAN. | For | For Against Abstain | |||||||||||||||||||||||||
| 3. | ADVISORY RESOLUTION TO APPROVE THE COMPENSATION PAID TO THE COMPANYS NAMED EXECUTIVE OFFICERS. | For | For Against Abstain | |||||||||||||||||||||||||
| 4. | TO RATIFY OF THE APPOINTMENT OF MCGLADREY, LLP AS THE COMPANYS INDEPENDENT AUDITORS FOR FISCAL 2015. | For | For Against Abstain | |||||||||||||||||||||||||
| 5. | TO ASK THE BOARD TO ADOPT PROXY ACCESS PROCEDURES. | Against | For Against Abstain |
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