Sutton Action Committee instills corporate governance.WASHINGTON--(BUSINESS WIRE)--July 26, 1996--The Annual General Meeting of shareholders of Sutton Resources Ltd. is to be held on Tuesday, July 30, 1996. The deadline for voting is Monday, July 29, 1996 at 2 p.m. Pacific Coast Time. The Sutton Action Committee is getting overwhelming shareholder support in voting against two proposals on management's proxy on the mantle of instilling in·still also in·stil tr.v. in·stilled, in·still·ing, in·stills also in·stils 1. To introduce by gradual, persistent efforts; implant: "Morality . . . good 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. at the company. Trey Thomas, president of the Sutton Action Committee, Inc., said, "Ironically, the management of Sutton Resources has been attacking our initiative for corporate governance since the outset. Good corporate governance is like a rubber knife, it may look scary, but it won't hurt you." Proposal No. 5 on management's proxy seeks approval to install two directors for a three year term to perpetuate a staggered board. In a July 19 news release, Sutton management attempted to justify this proposal by saying it helps prevent a takeover bid Noun 1. takeover bid - an offer to buy shares in order to take over the company two-tier bid - a takeover bid where the acquirer offers to pay more for the shares needed to gain control than for the remaining shares . Thomas said, "They are supposed to use the tired old `continuity of management' routine to defend a staggered board, not say it protects management against a potential buyer and enrage en·rage tr.v. en·raged, en·rag·ing, en·rag·es To put into a rage; infuriate. [Middle English *enragen, from Old French enrager : en-, causative pref. shareholders. This is almost too easy." "Let's hold our directors accountable for their performance and see where our stock price is next year and reevaluate at that time." Vote Against Proposal Number 5 -0- Proposal No. 6 on management's proxy simply jumps off the page and begs to be voted down. This proposal seeks approval for the unbridled re-pricing of director's options to allow them to disengage dis·en·gage v. dis·en·gaged, dis·en·gag·ing, dis·en·gag·es v.tr. 1. To release from something that holds fast, connects, or entangles. See Synonyms at extricate. 2. themselves from the vagaries of the market that investors must live with. Worse, Proposal 6 further gives them permission to continue too issue more options to themselves and then re-price again if they see fit. This is an affront af·front tr.v. af·front·ed, af·front·ing, af·fronts 1. To insult intentionally, especially openly. See Synonyms at offend. 2. a. To meet defiantly; confront. b. to the thesis of ownership. Thomas said, "The purpose of director's options is to be an incentive for management to be maniacally ma·ni·a·cal also ma·ni·ac adj. 1. Suggestive of or afflicted with insanity: a maniacal frenzy. 2. focused on the expeditious ex·pe·di·tious adj. Acting or done with speed and efficiency. See Synonyms at fast1. ex development of our assets and the five and 10 year maturity they give these options already provide for long term commitment." "Let's turn off the re-pricing and re-loading `Option Faucet' for a year and reevaluate at that time." Vote Against Proposal No. 6 -0- Thomas is an outspoken proponent of corporate governance and has written a presentation entitled Corporate Governance in International Commerce that can be accessed on the Internet at http://www.suttonaction.com. MacKenzie Partners, Inc. is acting as information agent and proxy solicitor Proxy Solicitor A specialist (firm) hired to gather proxy votes. on behalf of Sutton Action Committee, Inc. Any shareholder wishing to vote or change their vote previously cast should contact MacKenzie Partners (toll free) at 800-322-2885 or 212/929-5500, attention Larry Dennedy or Dan Burch. You may fax you proxy to MacKenzie Partners, Inc. at 212/929-0308. CONTACT: MacKenzie Partners, Inc. Daniel J. Burch, 212/929-5748 Larry Dennedy, 212/929-5239 |
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