AN » Topics » Statement of John Chevedden

This excerpt taken from the AN DEF 14A filed Mar 23, 2009.
Statement of John Chevedden
 
Special meetings allow shareowners to vote on important matters, such as electing new directors, that can arise between annual meetings. If shareowners cannot call special meetings, management may become insulated and investor returns may suffer. Shareowners should have the ability to call a special meeting when a matter is sufficiently important to merit prompt consideration.
 
This proposal topic is believed to have received majority support from independent AutoNation shareholders in 2007. Fidelity and Vanguard supported a shareholder right to call a special meeting. Governance ratings services, including The Corporate Library and Governance Metrics International, took special meeting rights into consideration when assigning company ratings.
 
This proposal topic also won impressive support at the following companies based on 2008 yes and no votes:
 
             
International Business Machines (IBM)
    56 %   Emil Rossi (Sponsor)
Merck (MRK)
    57 %   William Steiner
Kimberly-Clark (KMB)
    61 %   Chris Rossi
Occidental Petroleum (OXY)
    66 %   Emil Rossi
FirstEnergy Corp. (FE)
    67 %   Chris Rossi
Marathon Oil (MRO)
    69 %   Nick Rossi
 
The merits of this Special Shareowner Meetings proposal should also be considered in the context of the need for further improvements in our company’s corporate governance and in individual director performance. In 2008 the following governance and performance issues were identified:
 
  •  Our nomination committee was made up of only one person, Principal Shareholder William Crowley/ESL Investments, Inc.


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  •  William Crowley was also 50% of our executive pay committee.
  •  William Crowley received our greatest withheld (no) votes.
  •  The amount of our CEO’s “All Other Compensation” questioned our board’s ability to ensure that the executive pay process was sufficiently performance-related according to The Corporate Library www.thecorporatelibrary.com, an independent investment research firm.
  •  Our company’s current ownership profile acted as an inherently strong deterrent to hostile takeover according to The Corporate Library.
  •  Insiders held 37% of our stock.
  •  Yet our management had resorted to spending unnecessary money to influence shareholder votes.
  •  We did not have an Independent Chairman or even a Lead Director - Independence concerns.
  •  We had no shareholder right to Cumulative voting.
  •  Our 2008 annual meeting was less than 15-minutes.
  •  The editorial practices in the 2007 and 2008 annual meeting proxy lead to the question of whether it was professionally proofread.
 
The above concerns shows there is need for improvement. Please encourage our board to respond positively to this proposal:
 
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