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Top Independent Proxy Voting Firms Support UNITE HERE's Corporate Governance Reform Proposals at Station Casinos.


LAS VEGAS -- Today, UNITE HERE announced that two top independent proxy voting firms, Institutional Shareholder Services (ISS ISS

See Institutional Shareholder Services (ISS).
) and Glass, Lewis & Co., have both issued recommendations in support of UNITE HERE's three shareholder proposals seeking 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 at Station Casinos, Inc. (NYSE NYSE

See: New York Stock Exchange
:STN (SuperTwisted Nematic) A passive matrix LCD technology that provides better contrast than twisted nematic (TN) by twisting the molecules from 180 to 270 degrees. See DSTN. ). These proposals will be voted on by shareholders at the Company's annual shareholder meeting on May 18.

"We are delighted that both ISS and Glass Lewis came out in support of all three of our proposals," said Chris Bohner, a UNITE HERE research director.

UNITE HERE is asking Station Casinos shareholders to vote for proposals to change the supermajority provision supermajority provision

A part of a corporation's by-laws that requires an unusually high percentage of stockholder votes in order to bring about certain changes.
 for amending the Company's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management.

Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an
, institute annual elections of directors, and allow shareholders to vote on the company's "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.
" anti-takeover device.

In a report supporting UNITE HERE's proposals, ISS wrote that Station Casinos' current requirement that a 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.
 of shareholders (66 2/3) must approve changes to the bylaws, rather than a simple majority, "could permit management to entrench en·trench   also in·trench
v. en·trenched, en·trench·ing, en·trench·es

v.tr.
1. To provide with a trench, especially for the purpose of fortifying or defending.

2.
 itself by blocking amendments that are in shareholders' best interests." In addition, ISS supported UNITE HERE's proposal for the annual election of directors at the company, noting that Station Casinos' staggered board of director system could "effectively preclude most takeover bids or proxy contests." ISS also supported UNITE HERE's call for a vote on Station Casinos' "poison pill" anti-takeover device.(1)

Glass Lewis & Co. also strongly supported UNITE HERE's proposal to increase shareholder rights at Station Casinos, writing in a report that "supermajority vote requirements act as impediments to takeover proposals and impede shareholders' ability to approve ballot items that are in their interests. This in turn degrades share value and can limit the possibility of buyout premiums to shareholders." Glass Lewis also supported UNITE HERE's proposal for annual elections at the company, writing that "classified boards operate as a takeover defense, which entrenches management, discourages potential acquirors and delivers less return to target shareholders."

ISS, the world's leading provider of proxy voting and corporate governance services, has been described by the Wall Street Journal as "influential" whose recommendations can "move a stock or alter a corporate strategy." San Francisco-based Glass Lewis, a leading independent research and proxy advisory firm, serves clients with nearly $8 trillion in assets.

UNITE HERE, the textile, laundry and hotel industry union, represents approximately 440,000 active members and more than 400,000 retirees throughout North America. UNITE HERE is a member of the Council of Institutional Investors, a corporate governance organization with over 140 pension fund members whose assets exceed $3 trillion.
(1) None of the publications or authors cited herein are participants
    in this proxy statement. We have not requested nor obtained the
    consent of any of these sources for referring to these materials
    herein.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:May 10, 2005
Words:455
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