NEW YORK, Capital Gold released a statement today regarding the current proxy statement, specifically referencing proposal no. 4.
It has come to attention of Capital Gold Corporation that there is misinformation and a general misunderstanding about proposal no. 4 to be voted on at the Company's annual stockholders' meeting this coming Thursday. That proposal is to amend the Company's certificate of incorporation to permit stockholder action to be taken only at a duly called annual or special meeting of stockholders and eliminate stockholder action by written consent.
If this proposal is passed, it will not, as some people believe, eliminate stockholders' right to vote by proxy and require stockholders to physically show up at stockholders' meetings. Stockholders would still have the right to vote at any meeting of stockholders by submitting a written proxy.
We urge all stockholders who have yet to vote, to do so today. If you have any questions, please call MacKenzie Partners, Inc. at 1-800-322-2885.
About Capital Gold
Capital Gold Corporation (CGLD:CGC) is a gold production and exploration company. Through its Mexican subsidiaries and affiliates, it owns 100% of the El Chanate gold property in Sonora, Mexico. The proven and probable reserve is now 832,000 ounces of gold. Further information about Capital Gold and the El Chanate Gold Mine is available on the Company's website, www.capitalgoldcorp.com.
Statements in this press release, other than statements of historical information, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from those projected or suggested due to certain risks and uncertainties, some of which are described below. Such forward-looking statements include comments regarding the establishment and estimates of mineral reserves and non-reserve mineralized material, future increases in mineral reserves, the recovery of any mineral reserves, grade, processing rates and capacity, estimated future gold production, potential mine life and future growth of the company. Factors that could cause actual results to differ materially include timing of and unexpected events during construction, expansion and start-up; variations in ore grade, tonnes mined, crushed or milled; delay or failure to receive board or government approvals; the availability of adequate water supplies; mining or processing issues, and fluctuations in gold price and costs. There can be no assurance that future developments affecting the Company will be those anticipated by management.
Any forecasts contained in this press release constitute management's current estimates, as of the date of this press release, with respect to the matters covered thereby. We expect that these estimates will change as new information is received and that actual results will vary from these estimates, possibly by material amounts. While we may elect to update these estimates at any time, we do not undertake to update any estimate at any particular time or in response to any particular event. Investors and others should not assume that any forecasts in this press release represent management's estimate as of any date other than the date of this press release. Additional information concerning certain risks and uncertainties that could cause actual, results to differ materially from that projected or suggested is contained in the Company's filings with the Securities and Exchange Commission (SEC) over the past 12 months, copies of which are available from the SEC or may be obtained upon request from the Company.
23 January 2008
Capital Gold Corporation
Proxy Issue
Shareholder advocates are not holding their breather waiting for the Securities and Exchange Commission to go upward and give proxy approach this year, particularly in light of last year’s 3-1 SEC voting to refuse approach.
However, one marriage is pushing forward to have shareholder-nominated directors onto boards by threatening a tribunal battle over the matter. The American Federation of State, County and Municipal Employees has filed four proposals calling for proxy approach—a voting to okay party bylaws that would subsequently permit shareholders to appoint their own directors to that party’s panel—and one proposition to recoup stockholder expenses related to running a slate of directors, if at least one is elected. Rich Ferlauto, manager of joint administration and pension investment at AFSCME, said two or three extra proposals are in the works. “This will be a current tale on the destiny of proxy approach,” he said.
The marriage has been in talks with the four companies—J. P. Morgan Chase, Bear Stearns, Countrywide Financial and E-Trade—to have them to voluntarily concur to permit shareholders a voting on proxy approach. If the companies try to exclude proxy approach proposals from their ballots via SEC no-action letters, “they could be involved in litigation,” Mr. Ferlauto said.
In November, after months of haggling and minus one Democratic commissioner, the SEC voted to remain issuing no-action letters to companies that bar proxy approach proposals from their ballots. That same day, AFSCME filed the proxy approach proposals with J. P. Morgan and Bear Stearns. A few weeks subsequently, the marriage followed upward with proposals at Countrywide and E-Trade.
SEC spokesman John Nester said the authority will not suggest an original proxy approach regulation, which SEC chairwoman Christopher Cox has promised this year, until it has a complete complement of commissioners.
A lawful fight may so be coming. One of the companies, Bear Stearns, has already filed a petition with the SEC for a no-action letter. A spokeswoman for J. P. Morgan said the bank too newly filed a no-action petition, but she declined to offer a transcript of the petition. If the SEC grants those requests—Mr. Nester says it hasn’t still—so it’s backwards to conversant lawful sod: the 2nd U. S. Circuit Court of Appeals.
From Mr. Ferlauto’s view, the 2nd Circuit is a better spot for proxy approach lawful battles because it is mostly seen as empathetic to stockholder concerns. In 2006, AFSCME brought lawsuit against American International Group in the 2nd Circuit, which ruled that the SEC could not randomly overturn its past stance and forbid proxy approach. Until 1990, the SEC had prohibited companies from excluding proxy approach proposals from their ballots.
The Countrywide proposition may be nixed by Bank of America’s pending acquisition of the mortgage lender. Mr. Ferlauto said he missed B of A’s filing deadline, then if the Countrywide buyout is approved, the party will flee proxy approach for at least one year.
One new option AFSCME is pursuing involves an expense reimbursement proposition it submitted to Apache Corp. That proposition would need the vitality party to recoup the solicitation expenses for a shareholder-nominated brief slate, or half the amount of directors on Apache’s panel, in the case that at least one of those nominees wins.
While some believe the expense proposition is a better backup for proxy approach because it allows shareholders to vie to a level with party ballots, Mr. Ferlauto calls it at better favorable to proxy approach, which he will remain to drive for from the SEC. He anticipates that some firms, including powerful investment investigation firm RiskMetrics, will go away in backing of the expense proposition.
In the meantime, though, other federal agencies are taking a hard line on proxy proposals. Last month, the Department of Labor issued an advisory opinion that said pension plan fiduciaries should vote proxies only on “issues that affect the value of the plan’s investment.” The opinion was written in response to a letter from the U.S. Chamber of Commerce, which opposes greater proxy access on the grounds that it allows political manipulation of public companies by unions and others.
The DOL expressed worry about proxies being used by pension funds and others as a manner to “encourage specific legislative, restrictive or national policy positions that have no link to the payment of benefits or program management expenses. ” For instance, the DOL advisory view specifically prohibits proxy proposals that ask for joint officers to reveal private political contributions, because the expense involved in soliciting proxy votes would develop no clear-cut welfare to shareholders. Corporate lobbyists lauded the letter. U. S. Chamber president Thomas Donohue said it “sends a clear-cut content that marriage pension trustees need to place workers’ retirement protection first, instead of any political schedule,” adding that “theoretical beliefs” would no longer be satisfactory as justifications for proxy proposals. “This letter gets downward to dollars and cents; either your actions will demonstrably increase pension program returns for workers or they won’t. ”
17 January 2008
Proxy firm
Proxy Governance Inc. has recommended that shareholders withhold their support for the board of directors at Tyson Foods, Inc. (NYSE: TSN), in light of excessive executive compensation in the face of operational underperformance.
Tyson has underperformed its peer group over the past few years, and Proxy argues that the company's management has not done enough to respond to industry challenges including increased feed costs and export restrictions on beef.
In 2007, Tyson stock declined in value while Richard Bond was paid $24.6 million. Tyson says that "it's apparent they haven't done all their homework." But I think that a CEO getting paid $24.6 million while presiding over the destruction of shareholder value is indicative of a compensation committee that hasn't done its homework: Proxy estimated that Tyson chief executives have been paid 82% more than CEOs at other companies in the peer group.
Executive pay is, as a whole, so out of touch with reality that any company that is overpaying so egregiously that it gets the attention of a proxy advisory firm really doesn't have a leg to stand on. Hopefully Tyson shareholder will send a message to the board.
Proxy Battle
New York hedge fund Ramius Capital Group has been stymied in battle for representation on the board of Luby’s Inc.
Preliminary results indicate that shareholders have reelected four members of the Houston-based cafeteria operator’s panel, rejecting a slate of Ramius-nominated candidates. Luby’s said closing results won’t be accessible for an amount of days.
The hedge stock had blasted the existing panel for an allegedly sweetie trade for its CEO and head operating policeman, the brothers Christopher and Harris Pappas, arguing a debt-for-stock trade they made was overly favourable. Ramius, which owns 7% 0f Luby’s, too complained that the panel and administration have not done enough to encourage its fund cost. The defeat for Ramius comes in spite of backing for several of its candidates from several proxy services. The hedging stock said it may operate another slate of panel candidates next year.
