The Shareholder Forum

supporting investor access

for the informed use of capital to produce goods and services

 

The Shareholder Forum

Purpose

The Shareholder Forum provides all decision-makers – from the ultimate owners of capital to the corporate managers who use their capital, and all of the professionals in between – with reliably effective access to the information and views participants consider relevant to their respective responsibilities for the common objective of using capital to produce goods and services.

Access Policies

To provide the required investor access without regulatory constraints, the Forum developed policies and practices allowing it to function as an SEC-defined independent moderator. We also adopted well-established publishing standards to assure essential participant privacy and communication rights.

These carefully defined and thoroughly tested Forum policies are the foundation of our unique marketplace resource for clearly fair access to information and exchanges of views.

History

We have been doing this for more than two decades. The Forum programs were initiated in 1999 by the CFA Society New York (at the time known as the New York Society of Security Analysts) with lead investor and former corporate investment banker Gary Lutin as guest chairman to address the professional interests of the Society’s members.

Independently supported by Mr. Lutin since 2001, the Forum’s public programs – often in collaboration with the CFA Society as well as with other educational institutions such as the Columbia Schools of Business and Journalism, the Yale School of Management and The Conference Board – have achieved wide recognition for their effective definition of both company-specific and marketplace issues, followed by an orderly exchange of the information and views needed to resolve them.

The Forum's ability to convene all key decision-making constituencies and influence leaders has been applied to subjects ranging from corporate control contests to the establishment of consensus marketplace standards for fair disclosure, and has been relied upon by virtually every major U.S. fund manager and the many other investors who have participated in programs that addressed their interests.

Commitment

The Forum welcomes suggestions for its continuing support of fair access to the information needed by both shareholders and corporate managers.

Responding to the recent increases in investor engagement and activism, we have established a strong policy commitment to supporting corporate managers who wish to provide the leadership expected of them by assuring orderly reviews of issues. We will of course also continue to welcome the initiation of company-specific programs by shareholders concerned with the use of their capital to produce goods and services, and we naturally remain committed to addressing general marketplace interests in collaboration with educational institutions and publishers.

 

Page below copied from the web site of the California Public Employees Retirement System,* 7/1/01:
 
 

 

Proxy Voting Decisions
Company ListingCompany Listing

 

 



 

  Lone Star Steakhouse & Saloon


 

 
This is provided for informational purposes only and does not constitute investment advice.
Ticker: STAR
Shareholder Meeting Date: 7/6/01
Total Shares Voted: 292,900
 Number    Description / Reason    Vote
1.   Elect directors   Vote for the dissident slate
    CalPERS believes the Lone Star Board is in strong need of more independence, and is recommending that shareholders vote for Guy Adams to bring more independence to the Board.

We believe that the Lone Star Board and Jamie Coulter have done a poor job in representing shareholders' interests at Lone Star, and it shows in the company's poor long-term performance and poor valuations relative to its peers. It is our opinion that more independence on the Lone Star Board can help bring much needed accountability to the management of Lone Star, and improve the long-term performance of this company.

Under the impending pressure of the dissident battle, the company is now stating that it has a "track record of implementing governance reforms" (SEC 14(a) dated June 14, 2001), and that they will strongly consider additional reforms. For example, the company is now indicating under the pressure of the dissident battle that it will "consider" declassifying the Board. However, CalPERS would like to point out that as recent as a letter to CalPERS dated April 27, 2001, the company stated it would not declassify the Board regardless of the shareholder proposal to declassify the board that was passed last year by the company's shareholders.

Finally, we note that ISS and The Proxy Monitor have recommended voting for Guy Adams. CalPERS also recommends that shareholders vote for Guy Adams
   
         
2.   Ratify auditors   For
         
         
3. Shareholder Proposal   Seek prompt sale of the company to the highest bidder   Against
    CalPERS is disappointed with the company's performance. However, selling the company to the highest bidder may not be the best way to maximize shareholder value, especially given that, under the pressure of this proxy contest, the company may start paying more attention to the shareholders' needs    
         
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©1999 CalPERS. All rights reserved.

 

 

 

 

 

Inquiries, requests to be included in email distribution lists, and suggestions of new Forum subjects may be addressed to inquiry@shareholderforum.com.

Publicly open programs of the Shareholder Forum are conducted for free participation of all shareholders of a subject company and any fiduciaries or professionals concerned with their decisions, according to the Forum’s stated "Conditions of Participation." In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and had been offering for several years with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.