Wynnefield Capital went active on Omega Protein (OME) in August and owns 7.6% of the company. Here are the highlights of the latest letter.
Wynnefield is a longtime shareholder of Omega Protein and it still has doubts concerning the credibility of the company’s purported strategic review process.
It takes the company to task over its new bylaws it implemented without shareholder approval. The bylaws:
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Remove the previous requirement that the annual meeting of shareholders be held no later than the 210 days after the close of the Company’s fiscal year. The amended Bylaws now allow the Chairman and the Board to schedule, cancel, postpone or reschedule shareholder meetings at any time for any reason. This is clearly an artifice to give the Company the ability to change potential outcomes of elections.
In addition to creating uncertainty for shareholders as to when the annual meeting will be held from year to year, the Board has now given itself and management the ability to broadly manipulate the shareholder voting process by scheduling, adjourning, cancelling and/or delaying the holding of a shareholders’ meeting in response to proposals and/or director nominations submitted by the Company’s shareholders particularly if the Board believes the shareholder’s nominee or proposal has garnered sufficient votes to prevail.
Significantly pushes back the advanced notice requirements for shareholders to submit a proposal or director nominations from 90 and 60 days, respectively, in advance of the annual meeting, to a date which is no later than 120 days prior to the anniversary of the previous years’ annual meeting.
Such extreme advanced notice requirements are unreasonably long and restrict shareholder rights because they significantly limit the flexibility of shareholders in determining whether to submit a proposal and director nominations.