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TheStreet Open House

ISS Recommends Against Cray Group Governance Proposals

Stocks in this article: MGPI

ATCHISON, Kan., Aug. 15, 2013 (GLOBE NEWSWIRE) -- MGP Ingredients, Inc. (Nasdaq:MGPI) (the "Company") today commented on the report issued by Institutional Shareholder Services (ISS), a leading provider of proxy voting advisory services to institutions and other professional investors, regarding the director nominees and proposals to be voted upon at MGP's Annual Meeting of Stockholders to be held on August 23, 2013.

MGP's Independent Directors issued the following statement in response to the ISS report:

"ISS' recommendation against the Cray Group's proposals underscores the danger for common stockholders in turning over even more control of MGP to the Cray family. We are pleased that ISS recognizes the self-serving nature of the Cray Group's proposals and their attempt to turn MGP into a quasi-private company at the expense of the common stockholders."

The ISS report dated August 15, 2013 states:

  • " Approval of this proposal along with other proposals brought forward by the dissidents would enable the Cray family to accelerate the removal of B directors, including those independent directors who have recently, in an open letter to shareholders, opposed the proponents and expressed their intent to fulfill their fiduciary duties and work in the best interest of all shareholders."  
  • "While the ability to call special meetings generally enhances the rights of shareholders, the dissident is the most likely beneficiary of the proposed special meeting right and could use such right to strengthen board control to the detriment of common shareholders."

The Independent Directors continued, "We believe ISS' analysis regarding director nominees contradicts their recognition that the Cray Group should not receive more control at MGP. Chairman John Speirs is an exceptional, independent director who is committed to driving value for all stockholders, and we encourage stockholders to support his nomination by voting the WHITE proxy card."

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