by Chris Bahn
Posted 5/16/2013 11:13 am
Updated 7 months ago
Robert A. Peiser, the USA Truck Inc. board chairman who submitted a conditional resignation Wednesday, told Arkansas Business on Thursday that he's "hopeful" he'll be retained by the publicly traded Van Buren trucking firm.
Peiser, who was named to the board in February 2012, technically received enough votes at the company's May 8 annual meeting to be re-elected. But those votes were outnumbered by a block of withheld votes that came at the urging of an advisory group unhappy with the executive.
Board members now have 60 days to decide on Peiser's status. USA Truck CFO Cliff Beckham said a decision — which will be made public via an 8K filing — was not expected to take the full two months.
"Now that Bob has tendered his resignation it's up to the board to deliberate whether or not to accept it," Beckham said. "... We have 60 days, but I don't think the board wants to drag it out that long. It will be sooner, rather than later."
Pesier said Thursday that he would not plead his case to the board. He said he would let what he viewed as progress made since November, including the hiring of new CEO John Simone, speak for itself.
"I couldn't tell you how they're going to come out," Peiser said. "I can tell you how I hope they come out, but it's totally up to them to decide what is in the best interest of the company."
According to a Wednesday SEC filing by USA Truck, a group called ISS Proxy Advisory Services "recommended that stockholders withhold votes from Mr. Peiser's election, citing as the sole reason for such recommendation that Mr. Peiser 'fail[ed] to submit the adoption of a poison pill to a shareholder vote at this year's annual meeting.'"
ISS held that such plans be put to a stockholder vote within 12 months of adoption. But it said the USA Truck board decided to submit the plan to to a stockholder vote in May 2014, "approximately 17 months after adoption." USA Truck was in regluatory compliance by delaying the vote, Beckham said.
Peiser said he was surprised that ISS took such a "strict view" of the 12-month window, considering recent changes to USA Truck leadership. In the past seven months, USA Truck has remade its board of directors, removed its CFO, added an interim COO and named a new CEO.
"It's awfully early for a stockholder to understand the full implications of the management change," Peiser said.
Peiser received 3.4 million "for" votes, but 4.9 million stockholders withheld their vote. Beckham said the board takes it "very seriously" when voters are "irritated enough to withold their votes."
USA Truck reported $2.5 million in losses for the first quarter of 2013. It's an improvement of last year's $4.9 million loss for the same period.