Forum for Shareholders of Crowley Maritime Corporation

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Resolution of Shareholder Interests

In March 2007, the controlling shareholder of Crowley Maritime offered $2,990 per share to buy out public investors, a price equal to 258% of the last traded price of shares when the Forum started in April 2004.

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Shareholder Voting for 2005 Annual Meeting

 

The 2005 annual meeting of Crowley Maritime Corporation shareholders has not been scheduled.  If management follows the schedule for the company's 2004 meeting, a proxy statement with the date and other information about the meeting would be filed with the SEC and distributed to shareholders in April 2005.

 

A shareholder proposal was submitted to the company by James A. Smith of Miramar Partners on December 14, 2004 pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the company's proxy statement for the 2005 meeting, but was withdrawn by the proponent on March 11, 2005 when developments made it inappropriate for him to present the resolution to shareholders.  The proposed resolution was for a shareholder determination that the company's directors did not meet applicable standards of conduct for corporate indemnification required by provisions of the Delaware General Corporation Law in relation to claims asserted in a recently commenced shareholder "Derivative Lawsuit."

 

Management's control of 76% of the votes, mostly through trusts, may be used to decide matters presented at the meeting.  However, to the extent that the controlling shareholder is bound to act as a fiduciary for trust beneficiaries or minority shareholders, or is unable to vote as an interested party, minority shareholder votes could influence or determine the results of voting issues.

 

NOTE:  Neither the Forum nor anyone associated with its conduct is soliciting proxies or willing to accept proxies if offered.  Based on available information, only the company’s management intends to solicit proxies.  Instructions for voting for or against the issues being presented at the meeting, or for changing those votes at any time prior to the meeting, are provided in the company's proxy statement.

 

The Forum is open to all Crowley shareholders, whether institutional or individual, and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, as described in the Forum Summary.

There is no charge for participation.  As stated in the Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

Inquiries and requests to be included in the Forum's distribution list may be addressed to cwlm@shareholderforum.com.

All material on this web site is published by Gary Lutin, who is responsible for conducting the Forum.