Sept. 29, 2011
/PRNewswire/ -- Mac-Gray Corporation (NYSE: TUC), the nation's premier provider of laundry facilities management services to multi-unit housing locations, today announced the results of a recent Board of Directors meeting during which the Board addressed two corporate governance items.
At Mac-Gray's 2011 Annual Meeting, stockholders voted to recommend that a non-binding advisory stockholder vote on executive compensation be held every year. The stockholders also approved a non-binding shareholder proposal to declassify the Company's Board of Directors.
"Our Board remains firmly committed to strong corporate governance," said Chairman
Thomas E. Bullock
. "We thoroughly reviewed and considered the stockholder advisory votes and will continue to evaluate our governance practices to ensure that they best serve the interest of all of Mac-Gray's stockholders. We also consulted with an outside firm on these governance issues in order to have an additional perspective."
At its recent meeting, Mac-Gray's Board, which is wholly composed of independent directors, unanimously agreed to:
- Implement an annual stockholder vote on executive compensation.
"After a review of the frequency options for the non-binding advisory stockholder vote on executive compensation, we have elected to hold a vote each year at the Annual Meeting," said Chairman Bullock. "This is consistent with the majority of companies that have already announced the frequency of their future advisory votes on compensation."
- Retain the classified structure of Mac-Gray's Board.
"We believe that a classified Board is appropriate for Mac-Gray based on the relative size of the company and the long-term nature of its business model," said Chairman Bullock. "The classified structure promotes continuity, thereby ensuring that Directors have the ability to fully execute business plans and protect stockholder value. Together with our shareholder rights plan, the classified structure requires a potential acquirer to negotiate a transaction, instead of acting unilaterally in a manner not in the best interests of all stockholders equally. These shareholder protections can also provide appropriate time for the Board to consider an unsolicited proposal and evaluate strategic alternatives to preserve, enhance or maximize value for all stockholders.