Kistefos & Trico Disagree on Preliminary Voting Results at Annual Meeting

Trico Marine Services claims that stockholders re-elected company’s director nominees. Kistefos fires back: Preliminary Voting Results Show an Overwhelming Majority of Stockholders Want Change.

In a pair of competing – and sometimes conflicting – press releases issued yesterday, both Trico Marine Services, Inc. and Kistefos AS, the largest Trico stockholder claimed victory in what is still a preliminary accounting of voting at Trico’s 2009 Annual Meeting. For its part, Trico claimed that stockholders appeared to have elected to the Trico Board of Directors both of the Company’s incumbent director nominees – Joseph S. Compofelice and Ben A. Guill. Trico further insisted in a prepared statement that “Stockholders appear to have voted against electing to the Trico Board of Directors the Kistefos nominees, Christen Sveaas and ?ge Korsvold, as well as several related proposals, including one that would have expanded the Board.” Another press release, issued by Kistefos AS, provided a completely different picture.

Separately, Kistefos AS maintained that Wednesday’s vote affirmed overwhelming stockholder support for its proposed Board of Director nominees and corporate governance proposals at Trico’s Annual Meeting of Stockholders. Furthermore, they claimed that preliminary results show that:

• Kistefos Chairman Christen Sveaas received approximately 75 percent of the votes cast for his election to the company’s Board, and approximately two million more votes than incumbent Trico Chairman and CEO Joseph Compofelice.
• Over five million shares, or approximately 40 percent of the votes cast, withheld support for Mr. Compofelice, who also failed to receive affirmative support from a majority of the outstanding stock.
• Kistefos CEO Age Korsvold received approximately 52 percent of the votes cast in support of his nomination to the company’s Board.
• At least three of the four proposals submitted by Kistefos to strengthen Trico's corporate governance standard received more than 50 percent of the votes cast.
• Kistefos’ proposal to declassify Trico's Board of Directors, meaning any Board nominees who are up for election in future years will be eligible for a one-year term instead of the current three-year term, was passed by Trico's stockholders and will be subject to adoption by the Board.

The prepared Kistefos statement also asserted that, “…given the complexity of the contest, these results represent overwhelming stockholder support for change.” Trico, although claiming preliminary victory, also conceded that Kistefos was a force to be reckoned with as Trico moves forward in a difficult financial climate. “Regardless of today’s outcome, Kistefos remains a major stockholder of Trico and we intend to continue to be responsive to the messages we heard in this contest,” said Joe Compofelice, Trico’s Chairman and Chief Executive Officer. He added, “We remain dedicated to serving the interests of all stockholders and executing our strategy as an integrated provider of subsea, trenching and marine support vessels and services.”

Both sides, contacted by MarEx for comment on the vote, were guarded in their responses. A Kistefos spokeswoman in New York told MarEx, “While Kistefos Chairman Christen Sveaas received approximately 75 percent of the votes, we also realize that this percentage may not reflect the true percentage of outstanding shares.” In other swords, Sveaas might have 75 percent of the votes counted but these numbers may or may not reflect a majority of the shareholders. Trico spokespersons, on the other hand, declined to go into that kind of detail and insisted that “our press release accurately reflects the current situation.” They also declined to comment on claims made by Kistefos.

IVS Associates, Inc., the independent Inspector of Elections, has indicated that it expects to issue a preliminary tabulation of the vote results within two weeks. Final results of the election will be announced once they are certified by the Inspector. The bitter battle for control of Trico will, undoubtedly reach a climax when that happens. Christen Sveaas, Chairman of Kistefos said in a prepared statement, “Regardless of the outcome, we believe that Trico’s stockholders have sent a loud and clear message today: They are demanding change.” He further encouraged the Trico Board to make what he characterized as “positive changes to maximize stockholder value and bring good corporate governance and accountability to the company.”

The Trico Marine Group is an integrated provider of subsea, trenching and marine support vessels and services. Headquartered in The Woodlands, Texas, the firm has a global presence with operations in the North Sea, West Africa, Mexico, Brazil and Southeast Asia as well as the Gulf of Mexico. Kistefos AS is a private investment firm, with holdings in dry cargo-shipping, offshore services and financial services, as well as technology-founded investments and real estate development. Founded in 1979, Kistefos AS is based in Oslo, Norway. Kistefos bills itself as the largest Trico shareholder. - MarEx

Read our Case Study analysis of Trico Marine Services and Q&A conversation with Joseph Compofelice, taken from our November/December 2008 print issue by clicking HERE and HERE.