It's been a good six months or so since we last checked in on corporate data cruncher infoUSA (NASDAQ:IUSA). But since we're in the doldrums between earnings seasons right now, I've had a little time to look in on goings-on at the firm and its ever story-worthy CEO, Vinod Gupta.
Fortunately, Gupta didn't disappoint me. There's another story a-brewing, and it's nearly as good as Gupta's epic 2005 struggle to buy out his co-owners for a song. No, I'm not talking about the news that Gupta has been hobnobbing with the Clintons on the shareholders' dime (news reports say he has spent, or is spending, upwards of $3 million in "consulting fees" and free air travel for the former president and his presidential-hopeful wife). Nor am I referencing the story that Gupta has hired Nancy Pelosi's son for a part-time gig at the princely (pun intended?) sum of $180,000 per year. Apparently, the lad is a true wunderkind, as he also has a full-time job at Countrywide Financial (NYSE:CFC), whilst simultaneously serving as managing director of private equity firm Global Emerging Markets North America. These are interesting stories in their own right, but what I want to talk about today is the most recent brouhaha at infoUSA -- the dueling press releases concerning the firm's just-concluded, five-minute-long annual shareholders' meeting (talk about efficiency!).
This latest story concerns the ongoing effort by hedge fund Dolphin Limited Partnership to extract value from infoUSA before management finds a way to succeed with its presumably still-harbored plan to take the firm private at a bargain-basement price. (For details on that story, in which we described how Gupta first publicly proclaimed his firm to be worth $18 per share, then drove the price down with a prematurely pessimistic earnings warning, then offered to buy the whole shebang for a 35% discount to his own fair value estimate, click here.) This plan was derailed by an overly conscientious board of directors committee, whose dissolution Gupta promptly engineered. Ever since, Dolphin has been fighting to put its own directors on the board to make sure someone is minding the store.
Which brings us to last week's news of the aforementioned whirlwind shareholders' "meeting."
Version No. 1
The "party line" out of infoUSA goes like this: Three of Gupta's favored directors were up for reelection at the meeting, and they received, respectively, 62%, 62%, and 58% of the votes. Also approved, with 60% of votes cast, was the firm's latest stock options plan. The company's press release on the votes characterized them as a "strong showing of support by our shareholders."
Considering that Gupta and other insiders already control 43% of the votes at infoUSA, however, by my calculations, that means that just 33%, 33%, and 26% of unaffiliated votes were cast in favor of the company's slate of directors, and only 30% of outside shareholders supported the insiders giving themselves additional share grants.
Version No. 2
While its math differs, Dolphin's take on the voting pretty much tracks my own. Lamenting that management did not release the actual vote totals (understandable if not commendable, as management surely knew that Dolphin would use these numbers as ammunition against it), Dolphin worked backwards from an assumed 92.5% of all voting shares being in attendance, and concluded that "70-80% of Unaffiliated infoUSA Shareholders Voting Voiced No Confidence in Board."
Whichever way you count it, though, it's pretty clear that Gupta's director candidates, and his plan to give himself more stock options, enjoyed the "strong support" of only Gupta himself. Everyone whose surname was not Gupta voted against the proposals by an overwhelming margin.
Let them eat cake
Beyond infoUSA's disinformation on the voting front, there were several anomalies at the meeting itself that made last year's much-maligned Home Depot (NYSE:HD) shareholders' meeting look like a model of shareholder friendliness. For example, members of the financial press were gagged (figuratively, I hope), and advised in advance that "questions will only be taken from stockholders." But guess what? Stockholders, too, were forbidden from asking questions. Don't believe me? Check out the agenda for yourself:
1. Welcome and Call to Order
2. Procedural Matters
3. Introductions
4. Presentation of and Voting on Proposals
(i) Election of Directors
(ii) Approval of the infoUSA Inc. 2007 Omnibus Incentive Plan
(iii) Ratification of the Selection of KPMG LLP, independent certified public accountants, as auditors of infoUSA for the fiscal year ending December 31, 2007
5. Results of Voting
6. Conclusion of Meeting
See any room for questions in there? Nor do I. Nor was there.
Again, this was not particularly surprising, seeing as Dolphin had advised in advance that it intended to demand answers on uncomfortable issues such as: "Mr. Vinod Gupta's exclusive exemption from the Stockholder Rights Plan," "Mr. Vinod Gupta's continued receipt and exercise of sizeable option grants further expanding his control," "Mr. Vinod Gupta's public disclosures, sizeable related party transactions, and aborted going private transaction," and "the Board's failure to hold top management accountable." Heck, from an objective point of view, I fully understand why Gupta would want to get in and out of that room as fast as humanly possible!
But it doesn't sound terribly fair to shareholders, now does it?
For more on infoUSA's past attempts to go private, see:
- infoUSA's Undependable Independence
- Management Wants to Buy American
- Proxy Fights 101
- infoUSA Board Develops Backbone
- Coup du Jour at infoUSA
Home Depot is a Motley Fool Inside Value pick.
Fool contributor Rich Smith does not own shares of any company named above. Nor does he want any part of infoUSA shares under current management -- but you've probably already guessed that, huh? The Fool's disclosure policy always has time for questions.
