I will be out of the office traveling from Wednesday, January 29th through Friday, January 31st.  I will be periodically checking email and responding as necessary.

Thanks,
Dale

>>> Andrew Shapiro <aeshapiro@lawndalecap.com> 01/30/14 22:00 >>>

As specialists in small- and micro-cap companies, its unfortunate that many
of our portfolio companies lack a majority vote requirement (and often don¹t
have annual votes on SOP.) In companies that lack the majority vote
threshold, we don¹t waste a year exercising solely a say-on-pay vote, but go
direct to a withhold vote or, in extreme circumstances, alternative director
candidates.  We also look poorly upon directors of companies that
recommended longer than annual frequency of say-on-pay.

Andrew Shapiro
President
Lawndale Capital Management, LLC
591 Redwood Highway #2345
Mill Valley, CA 94941
phone- 415-389-VALUE (8258)
e-mail- aeshapiro@lawndalecap.com
Follow Andrew Shapiro on Seeking Alpha:
http://seekingalpha.com/author/andrew-shapiro

This communication may contain confidential, proprietary, and/or privileged
information.  It is intended solely for the use of the addressee.  If you
are not the intended recipient, you are strictly prohibited from disclosing,
copying, distributing or using any of this information.  If you received
this communication in error, please contact the sender immediately and
destroy the material in its entirety, whether electronic or hard copy.

From: Amy Borrus <amy@cii.org>
Reply-To: CII's Email Discussion Group <ciidiscussion@cii.org>
Date: Thu, 30 Jan 2014 20:35:25 +0000
To: CII's Email Discussion Group <ciidiscussion@cii.org>
Cc: Amy Borrus <amy@cii.org>
Conversation: Voting against compensation committee directors
Subject: [ciidiscussion] Voting against compensation committee directors

CII staff seeks a better understanding of what drives members¹ votes and
what trends to anticipate for the 2014 proxy season. With that in mind:  Do
you expect in 2014 to withhold/vote against more compensation committee
directors at companies that had poor say-on-pay results in one or more years
in the past?  And if so, why?

Thanks very much!

Amy

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