Coinstar Inc. said late Wednesday it has agreed to name a representative of its largest shareholder to the coin-machine operator's board in order to avoid a proxy fight at its annual meeting.
Coinstar appointed Arik Ahitov, one of the three director candidates previously nominated by the Shamrock Activist Value Fund, which owns about 13.3 percent of the company's outstanding stock.
Ahitov, who serves as a portfolio manager for the Shamrock Activist Value Fund, is a vice president of Shamrock Capital Advisors Inc. His term on Coinstar's board will expire in 2010.
The company has also agreed to continue with its previously announced plan to add an additional independent director to its board by March 1, 2009. The new director will be selected from a group of candidates submitted by Coinstar's major stockholders, including Shamrock.
With the addition of Ahitov and the second new director, Coinstar's board will expand to nine directors.
As a result, Shamrock has agreed to not solicit proxies in connection with the 2008 annual meeting, and to vote its shares in support of all of Coinstar's board nominees.
Shamrock has also agreed to abide by certain standstill provisions, which includes not soliciting proxies or submitting any proposal at Coinstar stockholder meetings through the 2010 annual meeting.
"We believe our stockholders support the addition of new independent directors to our board," said Coinstar Chairman Keith D. Grinstein in a statement.
"The addition of two new independent directors, including Arik Ahitov, one of our director candidates, to Coinstar's board is a positive, stockholder friendly step that, we believe, will bring additional perspectives and skills beneficial to the company and its stockholders," said Michael McConnell of the Shamrock Activist Value Fund.
Terms & Conditions
RSS Headlines
Fool UK