Clifton Star Res Inc CFMSF

CFO BOARD GLEEFUL AT RIGGED "VICTORY"

[CSIGroup]

CFO BOARD GLEEFUL AT RIGGED "VICTORY"

At the annual shareholder meeting today, the election results were announced. Of the approximately half of the outstanding shares who voted at all, 58.7% voted for management's board member nominees.

 

There are some noteworthy takeaways from today's (December 17, 2014) news release:

 

1. Nearly half of the shares (about 46.3%) were not voted at all. Only 31.5% of the issued and outstanding shares of the company were voted "for nominees". In terms of shareholder sentiment, this is hardly a landslide victory for the current board;

 

2. Had just 9% of the vote switched to "withhold", the withheld votes would have had a majority. The 41% of those who voted to "withhold vote for nominees" did so based on a grassroots campaign originating with fellow dissenting shareholders, involving no funds from the company treasury, no access to the shareholder list and no aggressive proxy solicitation firm. Considering what they had to work with, 41% isn't bad;

 

3. This is not the last round of the fight. Let's put this situation into context. In this proxy, shareholders were only given the option of voting for the current board or withholding their vote for the current board. They were not given the option of voting for the new, proposed board. CEO Michel Bouchard claimed "It is clear that even if the company had been asked at the annual meeting to waive its Advance Notice By-Law, Mr. Miller's nominees would not have been elected by shareholders." There is no way to substantiate the CEO's claim. Shareholders were not given an option. Knowing they could not vote for a new board on this proxy, some shareholders likely felt the vote was a waste of time and didn't bother to vote at all;

 

4. Chairman of the Board Ross Glanville made statements that sounded more like they were coming from a politician than from a steward of shareholders' interests. Remember, this is the same man who led the board to approve the CEO's outrageous $371,422 annual compensation package and another $158,000 for board members. He said, "Shareholders should know that our board and management remain steadfast in their commitment to create long-term value for all." and "We will continue to engage all shareholders in a responsive dialogue and look forward to discussing our plans to create value for shareholders". These warm and fuzzy but meaningless words come from the same people who bungled the Duparquet option renegotiation, have always avoided talking to shareholders, and ran the company while the stock lost about 97% of its value.

 

Can we expect that a formal request for an extraordinary meeting (with a real vote between two sets of board members) will come soon? Let's hope we do.

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Clifton Star Resources Reports on Voting Results From 2014 Annual Meeting

3 hours ago

QUEBEC CITY, QUEBEC--(Marketwired - Dec. 17, 2014) - Clifton Star Resources Inc. ("Clifton Star" or the "Company") (TSX VENTURE:CFO)(FRANKFURT:C3T) today announced the re-election of management's slate of nominees (Michel Bouchard, Ross Glanville, Peter Gundy, and Philip Nolan) at the Company's annual meeting of shareholders.

The total number of shares represented by shareholders present in person and by proxy at the annual meeting was 20,746,949, representing just over 53.66% of the Company's Issued and Outstanding Common Shares. Of those who voted for directors, approximately 58.7% of the shares were voted in favour of management's nominees.

Mr. Harry Miller who had publicly proposed another slate of directors did not attend the annual meeting. It is clear that even if the Company had been asked at the annual meeting to waive its Advance Notice By-Law, Mr. Miller's nominees would not have been elected by shareholders.

"Shareholders should know that our board and management remain steadfast in their commitment to create long-term value for all," said Ross Glanville, Chairman of the Board. "We will continue to engage all shareholders in a responsive dialogue and look forward to discussing our plans to create value for all shareholders."

Mr. Yves Harvey did not stand for re-election at this year's annual meeting. Michel Bouchard, President and CEO of the Company said: "We wish to thank Yves for his invaluable contribution over the last few years and wish him well for the future."

Appointment of Auditors:

Deloitte s.e.n.c.r.l., Chartered Professional Accountants was appointed to serve as the auditors of the Company for the ensuing year with the directors of the Company authorized to establish the auditors' remuneration.

Neither the TSX Venture Exchange nor its Regulations Services Provider (as the term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

[Cautionary Statement on Forward-Looking Information, etc.]

Michel F. Bouchard
President and CEO