Culinary Workers Union Launches 'Vote No' Campaign Against Cheesecake Factory Director; Cites Board of Directors' Refusal to Adopt Majority Vote Shareholder Proposals.Business Editors LAS VEGAS--(BUSINESS WIRE)--April 26, 2004 Today, the Culinary cu·li·nar·y adj. Of or relating to a kitchen or to cookery. [Latin cul n Workers Union Local 226 recommended that shareholders at The Cheesecake Factory Inc. (Nasdaq: CAKE) withhold with·hold v. with·held , with·hold·ing, with·holds v.tr. 1. To keep in check; restrain. 2. To refrain from giving, granting, or permitting. See Synonyms at keep. 3. their vote in the re-election of director Thomas L. Gregory, citing the board of directors' failure to adopt several corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. reform proposals that won majority shareholder votes in 2003. "We want to send a message to the Cheesecake board that they must respect the votes of the company's owners. We are urging shareholders to withhold their votes for director Thomas L. Gregory," said Genevieve Parente, research analyst at the Culinary Union. At the Cheesecake Factory's 2003 annual shareholders meeting, shareholders overwhelmingly approved proposals asking the company to submit its stock option plan for shareholder approval (66% of votes cast, including abstentions), require annual elections of directors (72%), submit the "poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts. The poison pill is a defensive strategy used against corporate takeovers. " to a shareholder vote (67%) and eliminate the 80% "supermajority Supermajority A corporate amendment in a company's charter requiring a large majority (anywhere from 67%-90%) of shareholders to approve important changes, such as a merger. " voting requirement (81%). New Securities and Exchange Commission rules Securities and Exchange Commission Rules Rules enacted by the SEC to assist in the regulation of US financial markets. require the company to submit all equity compensation plans for shareholder approval, but management has not adopted the other proposals which shareholders approved by wide margins, or reported anything to shareholders about its intentions. "The board of directors seems to feel no obligation to institute any of the proposals shareholders approved. This entrenchment of the board from shareholder influence is exactly why we proposed these governance reforms. Shareholders need to demand accountability," said Parente. The Culinary Union and affiliated benefit plans own approximately 30,000 shares of The Cheesecake Factory. The Culinary Union's parent organization, the Hotel Employees and Restaurant Employees International Union, is a member of the Council of Institutional Investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. , a corporate governance organization representing more than $1 trillion in assets. |
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