Keweenaw Land Association (KEWL) Shareholder Ronald Gutstein Issues the Following Statement
April 14 2011 - 2:38PM
Business Wire
In response to yesterday’s press release by Keweenaw Land
Association (“KEWL”), Shareholder Ronald Gutstein issued the
following statement:
“I am aware that David Ayer does not support my candidacy for
the Board of Directors of Keweenaw. Although Mr. Ayer would like to
ascribe a nefarious purpose to my decision to include him on my
slate of candidates for this year’s annual meeting, nothing could
be further from the truth. Mr. Ayer appears on my slate for the
simple reason that it is the best interest of shareholders to
maintain board continuity. As my fellow shareholders already know,
a new member was chosen for the Board of Directors this summer
following the resignation of a longtime board member. I believe
that, should my efforts be successful, it would not be in the best
of interest of our company to have three new directors on the board
in a single year.
Management was well aware that I had only made one nomination
for this year’s contest, and as such they should have realized that
I would be soliciting proxies for one of the other board-nominated
candidates. It is a common practice for opposition slates not
seeking total board replacement to solicit proxies for existing
board members. The ideal situation would have been for Keweenaw to
follow best practices in corporate governance and have the entire
board up for re-election at one time. Unfortunately, since Keweenaw
maintains a staggered board, I was unable to offer an alternative
candidate to the individual they appointed in August. I was
therefore forced to include one of management’s candidates in my
slate of nominees.
It is important to note that last year my slate was supported by
Institutional Shareholder Services (ISS), a leading independent
proxy advisory firm. In giving their support they stated,
“… Mr. Gutstein’s background and experience
in the capital markets especially as they pertain to the marketing
of small, thinly traded securities may help the company achieve
increased visibility in the investment community that ultimately
may further narrow the value gap. Additionally, Mr. Gutstein
promises to work to improve the company’s corporate governance,
especially bylaws pertaining to supermajority vote
requirements…”
Mr. Ayer’s concerns about possible disenfranchisement of
shareholders are unfounded. My efforts have never been about
gaining board control; they have always been about gaining an
independent voice for the non-affiliated owners. As stated in my
proxy, Broadridge records indicate that roughly 28 percent of our
company’s stock is held at Essex Bank, an affiliate of the Ayer
family office. This significant block of stock makes it difficult
for minority shareholders to be heard.
Finally, it has never been my goal to block a quorum. Rather, I
am trying to ensure that the unaffiliated investors have the
ability to voice their concerns. I have stated this fact for the
last three years and in each of those years the number of
shareholders choosing to support my position has increased.
I look forward to a productive exchange of ideas on how our
company can close the gap that exists between the value of its
assets and the underlying markets, and how our company can improve
its operating results so that it is more in line with its
peers.”
If you have questions or need assistance in voting your shares,
please call: Alliance Advisors, LLC 200 Broadacres Drive 3rd Floor
Bloomfield, NJ 07003 Toll Free: 877-777-5613 Banks and Brokerage
Firms Please Call: 973-873-7710
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