The Shareholder Forum

supporting investor interests in long term enterprise value

 

Purpose & History of Services

The Shareholder Forum

The Shareholder Forum supports investor interests in corporate enterprise value with services that require independence – and that may benefit from the Forum’s network resources and recognition for advocacy of long term investor interests – to assure a definition of relevant issues and fair access to information that can be relied upon by both corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace functions have been carefully developed and tested to allow any investor to participate in its communications, either anonymously or visibly, without acting in concert. Established originally to accommodate professional fund managers, this independent moderator function has proved to be consistently effective in managing orderly processes of issue definition for rational analysis by fiduciaries who are responsible for informed decisions.

Initiated in 1999 by 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 its members, and independently supported by Mr. Lutin since 2001, Forum programs have achieved wide recognition for their effective definition of important issues and 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.

Currently important applications of the Forum’s independent position include the support of corporate managers who wish to provide the leadership expected of them by responding to activist challenges with orderly reviews of issues relevant to long term investor interests.

Requests for Shareholder Forum consideration of support may be initiated confidentially by any investor or by the subject company, or by the professional advisors to either.

 

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 has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.