ISS Supports Shareholder Gutstein’s Board Nomination Again in 2011
May 05 2011 - 3:02PM
Business Wire
Keweenaw Land Association, Limited (“KEWL”) shareholder Ronald
S. Gutstein announced today that ISS Proxy Advisory Services
(“ISS”), the leading independent proxy advisory firm, has once
again recommended that shareholders support his nomination to the
Board of Directors, and reject management’s request for a 300
percent increase in the number of shares authorized.
After speaking with both parties, ISS concluded that, “KEWL’s
stock price is not reflective of the intrinsic value of the
underlying assets. In the absence of a new appraisal, which will
not be performed until 2012, and given that KEWL split adjusted
share price has not increased and in fact has decreased since 2010
and acreage under management has not materially changed, there is
no reason to believe the value gap has closed. In fact, in all
likelihood the opposite is true.” Furthermore, ISS states “…
research suggests… that companies that have registered and listing
on the NASDAQ, have materially increased their average daily
trading volume and trade at higher stock prices than pink sheet
listed stocks like KEWL that trade by appointment, all else
equal.”
After analyzing KEWL’s operating results, ISS’s conclusions
support the need for an outside review. “The results show that the
company’s five year average ROC [return on capital] was 33 percent
lower than its closest peer POPE and 36 percent lower than the
broader peer average…. On balance, based on ROC, KEWL has
underperformed its peers over the last five years, further
supporting the dissident claims.”
In conclusion, ISS states, “We reiterate the point made last
year, that 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 bylaws pertaining to
supermajority vote requirements and other policies that serve as
entrenchment devices and are not in shareholders’ best interests.
We therefore recommend shareholders vote on the dissident’s WHITE
proxy card for dissident nominee Gutstein and management nominee
Ayer.”
“This reaffirmation of support demonstrates the value of an
outside individual raising questions and challenging management,”
Gutstein said. “The current board has continued to ignore the facts
and has failed to alter an unsuccessful strategy. It is time for a
new voice to work with the board to close the value gap and improve
corporate governance.” Mr. Gutstein went on to confirm that if
elected, in order to remove any potential conflict, he would cease
market making activities in the company’s stock.
KEWL shareholders are urged to vote the WHITE proxy card.
Shareholder questions or information requests should be directed to
Alliance Advisors, LLC toll free at: (877) 777-5613.
ISS is widely recognized as the leading independent proxy
advisory firm and its recommendations are relied upon by major
institutional investment firms, mutual funds and other fiduciaries
throughout the country.
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