Vermont Business Magazine After fighting off a potential proxy challenge earlier in the week, shareholders on Friday easily re-elected the slate of director nominees supported by Casella Waste Systems, Inc's current board. Rutland-basedCasella (Nasdaq:CWST), a regional solid waste, recycling, and resource management services company, announced that based on a preliminary vote count provided by Casella’s proxy solicitor, all three of Casella’s director nominees were overwhelmingly re-elected by wide margins to the Casella Board of Directors at the 2015 Annual Meeting of Stockholdersheld Friday morning in Chittenden, Vermont. Final certified voting results are expected to be made publicly available next week.
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The Casella directors who were re-elected are Chairman and CEO, John W. Casella, and Casella’s newest independent directors, William P. Hulligan and James E. O’Connor, both of whom are waste management industry veterans who joined the Board earlier this year. Mr. O’Connor also serves as the Board’s lead independent director.
As previously disclosed, after pursuing a lengthy, disruptive and costly proxy contest, JCP Investment Management (“JCP”) abruptly withdrew its slate of nominees two days before the Annual Meeting and conceded the proxy contest that it had been waging to seek to elect two nominees to Casella’s Board. At the time of JCP’s withdrawal from the proxy contest, stockholders had cast approximately 83% of Class A and B votes for Casella’s director nominees and only 17% for JCP’s director nominees. Not including the shares beneficially held and voted by John and Doug Casella, stockholders had cast approximately 78% of the votes for Casella’s director nominees and only 22% for JCP’s nominees.
The Company issued the following statement regarding the preliminary voting results:
“Despite JCP’s attempt to take credit for the significant progress we have made, the fact remains that our progress and momentum are testaments to the hard work and dedication shown by our entire team. It’s quite simple – JCP’s unwarranted actions in no way whatsoever impacted our strategic growth trajectory and commitment to acting in the best interest of our stockholders.
It is evident from the voting results and the positive feedback we received from stockholders over the past few months that a clear majority of our stockholders fully comprehend our strategy and vision for Casella and do not want to disrupt our significant progress and JCP’s 11th hour decision to concede the proxy contest shows us that JCP had received the same feedback. The election of all three of Casella’s experienced and highly qualified director nominees represents a vote of confidence from our stockholders that the current Board and senior management team have the experience, expertise and commitment to growing stockholder value to ensure that Casella is positioned for a successful future. We are fully committed to building upon our substantial progress to date in improving our financial and operating performance and taking the necessary steps to drive additional stockholder value.
Over the past seven months, we have had the opportunity to meet with and listen to a substantial number of our stockholders and received extremely helpful input.Going forward, we will strive to continue constructive, ongoing communications with all of our stockholders and will continue to remain very receptive to their views and opinions as we concentrate on executing our key strategic initiatives and driving operational and financial improvements at the Company.
We are pleased to be able to put this lengthy and disruptive proxy contest behind us to turn our full attention back to what’s truly important: ensuring Casella is the best possible company it can be for the benefit of our stockholders, customers, employees and communities in which we serve.”
In other business conducted at the meeting, stockholders:
- Approved on an advisory basis the compensation of Casella’s named executive officers; and
- Ratified the appointment of McGladrey LLP as Casella’s auditor for the fiscal year ending December 31, 2015.
The final tabulation of results will be completed by the independent tabulation and voting certification firm IVS Associates, Inc., which served as the Independent Inspector of Elections.
Further details regarding the results of the 2015 Annual Meeting will be contained in a Current Report on Form 8-K that Casella will be filing with the Securities and Exchange Commission (SEC) next week. This filing will be available at no charge at the SEC’s web site atwww.sec.gov. Copies will also be available at no charge at the Investor Relations section of our corporate website atwww.casella.com.
Casella was advised in connection with the proxy contest by Wilmer Cutler Pickering Hale and Dorr LLP and Morgan, Lewis & Bockius LLP. Mackenzie Partners, Inc. served as Casella’s proxy solicitor.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides solid waste management services consisting of collection, transfer, disposal, and recycling services in the northeastern United States.
Source:RUTLAND, Vt.--(BUSINESS WIRE)--Casella Waste Systems, Inc 11.6.2015.http://www.casella.com