NEW YORK, April 22, 2013 /PRNewswire/ -- Clinton Group, Inc. ("Clinton Group") today announced that research firm Glass, Lewis & Co. ("Glass Lewis") recommended Friday that Stillwater Mining Company (NYSE: SWC) (" Stillwater" or the "Company") stockholders support substantial change to the Company's Board of Directors by voting on the GREEN proxy card.
Despite Glass Lewis' self-described "reticence to recommend the removal of incumbent directors," Glass Lewis wrote that the Stillwater Board had made "multiple unforced errors" that amounted to a "compelling case for change among the board."
In describing the case for change as "compelling," Glass Lewis echoed research released by ISS, the other large proxy advisory firm, which said Clinton had "demonstrated a compelling case that change at the board level is warranted."
In its report, Glass Lewis specifically recommended that Stillwater stockholders "do not vote" on the incumbent's white card and instead recommended that Stillwater stockholders submit Clinton's green card. Both Glass Lewis and ISS are recommending votes on the GREEN card."We are pleased that both Glass Lewis and ISS have recognized the importance for stockholders to vote on the green proxy card and to help change the Stillwater Board," said Gregory P. Taxin, Managing Director of Clinton. " Stillwater's press release this morning, claiming support from Glass Lewis, is another shameful attempt by the Board to mislead Stillwater stockholders. This Board needs to be changed if stockholders want a different future." In its analysis, Glass Lewis identified the acquisitions of Marathon PGM and Peregrine Metals, both of which involved Stillwater paying a greater than 250% premium to the target stockholders, as decisions in which the Board "overpaid and got less than they bargained for." Glass Lewis also noted Stillwater's "concerning upward trend in cash costs, marketing expenses, G&A expenses, CEO pay and director pay, especially in light of the Company's recent performance." Glass Lewis awarded the Company a grade of "F" on executive compensation for failing to align pay with performance and was "cognizant of shareholders' previous discontent with certain board members, as demonstrated by the high percentage of withhold votes they received" in the past.