Coin-machine operator Coinstar Inc. on Monday announced plans to expand its board by one additional independent director as an alternative to electing a slate of candidates nominated by a dissident shareholder.
The new director will be selected from a group of candidates nominated by Coinstar's major shareholders. Coinstar hopes to have a candidate pool of at least 10 individuals. The nominating and governance committee will review the nominations and within six to eight weeks, select one person who will be presented to the board for election.
The new director will join the board no later than Sept. 30, the company said. The board will then be expanded to eight members, and the new director will stand for election in 2010.
"We firmly believe that directors should represent the interests of all stockholders, not just one," said Dave Cole, chief executive, in a release. "We are pleased to present this process as a clear, more formal alternative to Shamrock's slate of paid and conflicted nominees."
Coinstar is embroiled in a proxy contest with shareholder Shamrock Activist Value Fund, which owns a 13.3 percent stake in the company and is pushing to elect three directors to the board.
If shareholders elect any of Shamrock's nominees at the annual meeting, Coinstar said it will not go forward with the election of an additional independent board member.
Coinstar shares fell 33 cents to $36.48 in morning trading.
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