NEW YORK, July 9, 2014 /PRNewswire/ -- Leading independent proxy voting advisory firm Institutional Shareholder Services ("ISS") has recommended that shareholders of Antares Energy Ltd (AZZ.AX) (AZZEF) vote in favour of the appointment of three new independent directors proposed by major shareholder, Lone Star Value Investors, LP, and also vote in favour of removing two executive directors from the Board.
Excerpts from ISS' Analysis & Recommendation
On the Lack of Independence and Serious Governance Deficiencies:
"Currently, the Antares board is not majority independent, comprising three executive directors (James Cruickshank, Vicky McAppion, and Gregory Shoemaker) and one independent non-executive director (Mark Clohessy). Similarly, the audit, remuneration, and nomination committees are non-majority independent, with all committees comprising Mr Clohessy as chairman and Mr Cruickshank as member. If all resolutions under this meeting are approved, the Antares board will be majority independent, as it will comprise one executive director (Mr Cruickshank), one non-independent non-executive director (Jeffrey Eberwein), and five independent non-executive directors (Mark Clohessy, Aaron Kennon, Eric Hyman, William Fairhurst, and Michael Sharwood). Mr Eberwein is not considered independent by ISS as he is founder and CEO of Lone Star, a substantial shareholder of Antares."
In Support of the Election of Lone Star Value's Director Candidates:
"A vote FOR the election of Jeffery Eberwein is warranted given that, if he were elected, he would be sole representative of Lone Star on the Antares board. As a substantial shareholder, Lone Star arguably has the right to have representation on the Antares board. A vote FOR the election of Aaron Kennon and William Fairhurst is warranted because these nominees have relevant skills and experience which would add value to the board as the Company progresses the development of its Permian Basin assets."
In Support of Removing Executive Directors Shoemaker and McAppion:
"Over the tenure of the relevant directors, Antares' share price decreased year-on-year by 30 percent from FY09 to FY10, and over four years by 8.3 percent from FY09 to FY13."
"A vote FOR the removal of incumbent directors Vicky McAppion and Gregory Shoemaker is warranted because they are executive directors on a board that is currently not majority independent. Local market guidelines do not support multiple executive directors serving on non-majority independent boards. Should these executive directors be voted off the board, this will not deny the Company with their expertise since it is common in Australia for executives to be invited to board meetings."
Lone Star Value urges all Antares shareholders to read carefully the materials that Lone Star Value has mailed and may continue to mail to them as those materials contain important information. Lone Star Value called on all Antares shareholders to vote on its blue and white proxy card to improve the Board of Antares.
For further information please visit our website, www.antaresvalue.com.au, or call our shareholder information line, 1300 889 468 (from within Australia) or +61 2 8022 7902 (from outside Australia).
Proxy voting enquiries please contact:
Australia:
Murray Williams
GPS
+61 2 8022 7911
MWilliams@gpsproxy.com.au
USA:
John Grau
InvestorCom
203-972-9300 x11
jgrau@investor-com.com
Media enquiries please contact:
John Hurst
Cannings Corporate Communications
+61 418 708 663