by Lance Turner
Posted 5/21/2013 09:37 am
Updated 11 months ago
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.
Peiser told Arkansas Business on Thursday that he was "hopeful" he'd be retained by the publicly traded Van Buren trucking firm.
In the filing, USA Truck said its Nominating and Corporate Governance Committee had met and recommended to the board of directors that it not accept Peiser's conditional resignation. The committee cited Peiser's "numerous contributions to the company," including his role in the firm's turnaround plan.
It also said that the sole reason the advisory group recommended shareholders withhold their votes for Peiser's re-election was "cured or curable."
That advisory group, called ISS Proxy Advisory Services, recommended stockholders withhold their votes because the USA Truck board adopted a shareholder rights plan in November without a stockholder vote scheduled within 12 months of the adoption. The USA Truck board instead submitted the plan to to a stockholder vote in May 2014 -- 17 months after adoption.
USA Truck's former CEO, now CFO, Cliff Beckham, told Arkansas Business last week that USA Truck was in regluatory compliance by delaying the vote. Peiser had 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.
In its filing on Monday, USA Truck said the delay in adopting the plan was warranted, "due to the board's belief that the company's turnaround strategy, inclusive of the attraction and integration of additional high-caliber operating personnel, will take several quarters to implement and that the distraction of an unsolicited offer could be damaging to the execution of the plan as well as to shareholder value."
USA Truck also released a letter it sent to ISS in response to ISS' plan to ask shareholders to withhold votes for Peiser. The letter, written by Beckham, said losing Peiser "would not be in the best interest of our stockholders ..." He called Peiser "an experienced turnaround executive" who has "led substantive changes" to its governance practices "in favor of stockholders."