Corporate Governance
Mike Armstrong, Inquirer Columnist
Within the last three weeks, Conshohocken-based Skinny Nutritional Corp. has seen three of its four board members resign, each submitting a letter critical of how the company is being run.
The only board member left is chairman Michael Salaman, who also happens to be the CEO.
Skinny Nutritional is the maker of Skinny Water, which is marketed as a zero-calorie, zero-sugar bottled water product. A tiny, unprofitable company, Skinny Nutritional’s shares trade over the “pink sheets” over-the-counter market at a price that’s quite near zero itself.
While the reasons for board departures are generally routine (think: demands of other duties), the skinny on Skinny is far from routine.
Mike Armstrong, Inquirer Columnist
The lopsided vote tallies in most corporate elections are so routine that it's only when a company loses a vote that you realize that occasionally shareholders can rally to send a message to the board.
Urban Outfitters Inc. lost two votes on shareholder proposals at its May 22 annual meeting. Shareholders approved a non-binding proposal trying to change board elections from pluraity voting to majority voting.
(In the former, receiving just one "for" vote in an uncontested election means a director is elected. In majority voting, a nominee must receive a majority of the votes cast.)
That proposal was approved with 68.25 million "for" votes, or 52.5 percent of the votes cast, according to a document filed with the Securities and Exchange Commission.
Mike Armstrong, Inquirer Columnist
Tyco International Ltd. CEO Edward D. Breen is stepping down from the board of Comcast Corp. after serving 6-plus years.
In a letter filed with the Securities and Exchange Commission, Breen said that Tyco's plans to split into three companies over the next year will keep him too busy to remain on Comcast's board.
"In addition to my day-to-day responsibilities as Tyco's chairman and CEO, I will be devoting significant time and energy over the next 12 months to the selection of new boards of directors and management teams for the three companies and to ensuring their successful luanch as independent public companies," he writes in a letter dated Nov. 3 to Comcast chairman and CEO Brian L. Roberts.
Mike Armstrong, Inquirer Columnist
USA Technologies Inc., a Malvern technology firm that provides electronic payment systems to vending machines, has parted ways with its longtime CEO, George R. Jensen Jr.
Jensen, 62, resigned Friday, nine days after the company suspended him over postings he made concerning USA Technologies on an Internet message board, according to a filing with the Securities and Exchange Commission. Jensen had been the CEO since the company was started in January 1992.
Shares of USA Technologies were down about 2.5 percent, or 3 cents, to $1.15 in trading shortly after noon.
Mike Armstrong, Inquirer Columnist
It may be another rough ride in the markets if widespread losses in European stock markets wash over the Atlantic again.
Once more, the worry is Greece's struggles with its sovereign debt and how badly European banks may be hurt by a possible default.
The European Commission on Friday also said it was extending its review of Teva Pharmaceutical Industries' pending acquisition of Cephalon, the Frazer-based biopharmaceutical company. Bloomberg News reports the new deadline is Oct. 13 and that Teva -- which has North American headquarters in North Wales, Pa. -- had offered "remedies to allay possible competition concerns." No word on what those remedies may be.
Mike Armstrong, Inquirer Columnist
It seems odd for the U.S. Small Business Administration to hand out awards to big businesses just because they play well with small business.
But if it wasn’t for the Dwight D. Eisenhower Award for Excellence, the Philadelphia area wouldn’t have any winners among the national awards issued during last week’s National Small Business Week.
Amec Earth & Environmental Inc., of Plymouth Meeting, received the Eisenhower award in the services category. That office is part of Amec P.L.C., a London-based engineering and project-management company that had 2010 revenue of 2.95 billion pounds, or $4.5 billion.
So we’re not dealing with a small business, but Joseph Farrell, small-business liaison officer with Amec, said his company uses lots of subcontractors that certainly do qualify as small firms. In fact, up to 50 percent of the dollars it spends on subcontractors on the federal contracts it receives goes to small business, he said.
Mike Armstrong, Inquirer Columnist
It’s great to see Azavea Inc. and Stroll L.L.C., both of Philadelphia, make the Inner City 100 list again.
That’s an annual ranking by the Initiative for a Competitive Inner City of the fastest-growing companies in urban cores where the unemployment and poverty rates are higher than the surrounding region.
Stroll, an online direct-response retailer of personal-development audio books with offices at 1600 John F. Kennedy Blvd., ranked No. 25. Azavea, a Web software developer at 340 N. 12th St., placed No. 48. Both appeared on the 2010 list; Azavea made the cut in 2009, too, when it was known as Avencia.
Companies were ranked by revenue growth between 2005 and 2009. Stroll, which had 2009 revenue of $16.7 million, had revenue growth of 52 percent over that four-year period. With 2009 revenue of $2.2 million, Azavea produced revenue growth of 32 percent.
Mike Armstrong, Inquirer Columnist
We’re in the thick of annual shareholder meeting season.
I counted 62 meetings in May involving companies either based in the Philadelphia area or with significant operations here. Here are some of the more notable shareholder get-togethers for the rest of this week:
- Penn Virginia Corp., the natural gas and oil exploration and production company, will amble down the road from its Radnor headquarters for its meeting at the Radnor Hotel, 591 E. Lancaster Ave., Wednesday at 10 a.m.
- United Parcel Service Inc. delivers its state of the mailroom address at the Hotel du Pont, 11th & Market streets, Wilmington, Thursday at 8 a.m.
- Sunoco Inc. will refine its message at the Moore College of Art & Design at 20th Street and the Benjamin Franklin Parkway Thursday at 9:30 a.m.
- American Water Works Co. Inc. will gush about its recent year at the Wyndham Hotel, 1111 Route 73 North, Mount Laurel, on Friday at 10 a.m.
- Finally, Abington Bancorp Inc. shareholders will gather for the last time at the Huntingdon Valley Country Club on Friday at 10 a.m. to approve the acquisition of the $1.17 billion-asset bank holding company by Susquehanna Bancshares Inc.
Mike Armstrong, Inquirer Columnist
Unisys Corp. has a minor fight on its hands over its executive compensation practices.
Like all companies including a “say-on-pay” advisory vote this year, Unisys is asking its shareholders to approve of the way it pays senior executives.
However, one influential proxy advisory firm that’s analyzed the Blue Bell information technology company’s financial performance and total return concludes that shareholders should cast dissenting votes.
If you simply look at the column for total compensation on “summary compensation table” in Unisys latest proxy statement, you’ll see that the 2010 figures are higher than the 2009 figures for all five “named officers,” including Unisys chairman and chief executive officer J. Edward Coleman, who saw his compensation rise to $5.73 million from $3.70 million.
Mike Armstrong, Inquirer Columnist
Many shareholders never bother to attend an annual shareholders meeting, and usually they’re not missing much.
There are few fireworks. The little interaction that occurs between management and the audience is strictly managed, and often the meeting is over in a matter of minutes.
This will be the second year where companies can opt to hold a virtual annual shareholders meeting rather than the more familiar terrestrial one. But the live webcast version isn’t exactly supplanting the traditional event held in hotel conference rooms everywhere.
You can see the attraction for cost-conscious companies: Don’t need to rent the hall or provide bottled water. (Quite a few companies hold their annual meetings at their corporate headquarters, so the savings would come from less disruption by visitors.)
Mike Armstrong blogs about Philadelphia corporations and business-related topics. Contact him at 215-854-2980.
Reach Mike at marmstrong@phillynews.com.
