Spyglass Resources Corp SGLRF

Avenexers....need a "coup d'etat"....

[power_auditor]

and with Dir. Rapps leaving.....effective Nov.25/14....the door is ajar for a move by one or more past Avenex shareholders....G.A. and friends included...but which track to take....a bid or a proxy fight?

Proxy fight probably cheaper.....announce a slate of people for the upcoming AGM and then use the social media universe to instill some disparaging remarks about the current board(all hypothetical in nature,of course)...and why a new board will "maximize shareholder value" for "ALL"....might work or might not...

Interesting article from the NYT on "procedures"....the jest of the article gets the point across in most scenario's....maybe even here...

https://www.nytimes.com/2014/11/30/business/slamming-the-window-on-investors.html?ref=business

Slamming the Window on Investors

It’s becoming a full-time job cataloging the contortions some companies go through to avoid addressing their shareholders’ concerns.

Today’s example comes from JDS Uniphase, a maker of communications and optical equipment and one of the quintessential highfliers during the turn-of-the-millennium Internet bubble. But its stock is up only about 3 percent so far this year, versus about 15 percent for the Nasdaq composite index.

JDS Uniphase, like most companies, counts many institutional shareholders among its owners. Among them is Sandell Asset Management, a money manager based in New York with $1.5 billion in assets; it owns just under 2 percent of JDS Uniphase’s shares. Sandell has voiced concerns about JDS Uniphase’s stock price, which has also underperformed the Standard & Poor’s 500-stock index this year.

JDS Uniphase hasn’t done enough to maximize the value of its various businesses, in Sandell’s view, and last summer, its officials had discussions with the company about how to unlock value, perhaps by selling one of its units, a maker of optical components and commercial lasers. It thought a sale of the unit would create more value for shareholders than a spinoff. But JDS Uniphase decided to spin off the business.

Frustrated, Sandell submitted a shareholder proposal on Sept. 12, 2014, to be voted upon at this year’s annual meeting. The proposal asked that the company’s board evaluate “further strategic alternatives” beyond the spinoff to increase shareholder value.

When Sandell submitted its proposal, the date of the JDS Uniphase meeting was unclear. Historically, the company’s shareholders have met in November or December.

But on May 21, not long before Sandell began raising its concerns to the company, the JDS Uniphase board altered its bylaws affecting shareholders who want to put forward proposals for a vote at annual meetings. The company changed its rules to require that shareholders submit their proposals at least 60 days in advance of the meeting. Previously, shareholders could put forward proposals or director nominees as late as 30 days before a meeting.

That change, the company said, was made on the advice of the board’sgovernance committee, headed by Martin A. Kaplan. Mr. Kaplan, 77, was an executive vice president of Pacific Telesis, the former telecommunications company, and has been a director at JDS Uniphase since 1997.

JDS Uniphase’s bylaw change didn’t receive much attention when it was made in May. But in early October, its impact became plenty apparent.

At 4:05 p.m. on Oct. 6, the company announced that its annual meeting would be held on Dec. 5. This meant that any shareholder wishing to put either a shareholder proposal or an alternative director slate on the ballot had less than one hour to do so. After that, the new 60-day window would slam shut.

Sandell had considered putting forward an alternative slate of directors. But it had no time to do so. JDS Uniphase also declined to include in its proxy materials the shareholder proposal that Sandell made in September. Jed Repko, a JDS spokesman, said the company excluded that proposal from its proxy because the money management firm did not submit its proposal 120 days before the meeting, as required by Securities and Exchange Commission rules, nor did it own shares for at least one year.

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Sandell, for its part, said that other companies let such technicalities slide if they are interested in hearing from shareholders, and JDS Uniphase could have included the proposal in any case but chose not to.

Running out of options, Sandell decided to mount a campaign with other JDS Uniphase shareholders to withhold votes at the annual election for Mr. Kaplan and Thomas Waechter, JDS Uniphase’s chief executive since 2009.

“The vast majority of the time, we don’t go public in these types of situations,” said Tom Sandell, chief executive of Sandell Asset Management. “Generally managements are willing to listen and take into consideration what makes sense for shareholders. But this is classic entrenchment by management and nothing else.”

In recent disclosures about Sandell’s dispute with it, JDS Uniphase said its board was “committed to acting in the best interests of all shareholders and maintaining its commitment to best in class corporate governance practices.” It encouraged shareholders “to protect the value of their investment” by voting for the current directors, whom it characterized as “highly engaged, skilled and experienced.”

When asked why it changed the time period allotted for shareholders to submit proposals and outside nominees, Mr. Repko of JDS said the change “allowed additional time to consider and evaluate stockholder proposals.”

While Sandell could have solicited fellow shareholders to support the proposal it submitted in September to JDS Uniphase, doing so would have created problems under S.E.C. rules. Such a solicitation would have required Sandell to file its own proxy before the annual meeting; any shareholders choosing to support its proposal would then have been prevented from voting on the JDS Uniphase proxy. Shareholders can vote their shares on only one proxy at an annual meeting.

It will be interesting to see if Sandell gets any traction with other JDS Uniphase shareholders in its withhold-the-vote drive. The company’s largest shareholders include T. Rowe Price, the mutual fund giant, with over 11 percent of the shares, and the Capital Group, manager of the American Funds, with around 10 percent.

JDS Uniphase’s overseers, by contrast, do not own much stock. Together, its management and directors own 1.7 million shares, less than 1 percent of its stock outstanding.

As activist investors go, Sandell is not high-profile. But it scored a victory in August, when four people it had nominated to the board of Bob Evans Farms, the restaurant chain and sausage maker, were elected.

Richard Mansouri, a managing director at Sandell, said that for now, the firm was focusing on its campaign to withhold votes for the two JDS Uniphase directors.

“We’re encouraging other shareholders to vote against them,” Mr. Mansouri said. “Once we see the outcome of that, we can decide what our next steps are.”

While Sandell’s effort involves just one company, the implications of its actions are broader, he said. “These governance impediments translate to a diminution of value,” he said. “You can see that in company stock prices.”

A version of this article appears in print on November 30, 2014, on page BU1 of the New York editionwith the headline: Slamming the Window on Investors. Order Reprints|Today's Paper|Subscribe

****Holding but with stretched patience....but at least have some skin in the "game"....unlike___***