the CEO, the senior executives and the Board own less than two percent of the company.
BOSTON (PRWEB) October 30, 2007
As a sign of his growing disapproval of the company's continuing insider, conflict and lack of accountability issues, Mr. Coons also voted his shares against the election of an insider to the Standex Board of Directors.
Standex International Corporation is a multi-industry manufacturer in five business segments--food service equipment, air distribution products, engineered products, engraving and hydraulics products. It has operations in the United States, Europe, Canada, Australia, Singapore, Mexico, Brazil and China.
Referring to SXI's "dismal performance" and "lack of a coherent plan to improve," Mr. Coons(1) said the Board is "failing in this basic duty" of watching out for the interests of shareholders. He challenged both Board and management to "align itself with shareholder interests."
Overall, Mr. Coons said SXI's:
-- Share price is going nowhere;
-- Real revenue is masked by acquisitions;
-- Executive Compensation is not correlated to performance;
-- Board is heavily weighted to insiders; and
-- Senior Management and Board lack suitable equity investment.
Core Management and Governance Issues
Mr. Coons cited several company policies and practices as indicative of the core problem - that no one at Standex is holding management accountable for the company's poor performance:
-- Executive Compensation. At Standex, executive compensation is not related to performance. During this period of "dismal performance," Standex CEO Roger Fix "has received almost $9 million" over the past six years."
-- Diamond-Studded Parachute. The CEO "will receive almost $10 million upon a change in control of Standex."
-- Board Compensation. During the past year, Board members "paid themselves about 3.25 percent of the profits" while owning only one percent of the company's equity.
-- Corporate Governance. Following Board retirements this year, four of the 10 Directors are insiders, including the current and one former CEO. "This barely squeaks by the test of independence."
-- Acquisitions Masking Poor Performance. "If revenues attributed to the acquisitions are backed out of company sales, Standex experienced an 11 percent revenue decrease."
-- Failure to Align with Shareholders. Taken together, "the CEO, the senior executives and the Board own less than two percent of the company." With such low equity participation, management and the Board are less likely to be aligned with shareholders."
Concerned with an apparent conflict of interest and with the continued insider weighting of SXI's Board of Directors, Mr. Coons withheld his shares from approval of the proposed re-election of the company's Chief Legal Officer to the Board. "As a member of management, as Chief Legal Officer and as a Director, she has multiple conflicts which preclude her from acting in the best interests of shareholders," Mr. Coons said. "My grocery list gets more scrutiny than directors' appointments at Standex," he added.
Mr. Coons also urged the company's employee retirement plan Trustee to also vote against retaining "the director who is also in management." He cautioned Fidelity that as "trustee of these employees' retirement, you need to be aligned with their interests, not the interests of the Board."
History of Poor Performance
Believing these management and governance problems have led to poor performance, Mr. Coons called shareholder attention to Standex' performance over the past six years, during which Standex has "repeated the same, tired and grim story."
Six years ago, Standex "stock price was about $21. Today, the stock price is still about $21, and last week our stock hit a 4-year low." During the past five years:
-- SXI stock is down 8 percent;
-- The S&P is up more than 70 percent;
-- NASDAQ is up more than 106 percent;
-- The Russell 2000 is up more than 114 percent.
-- SXI's main competitor, Middleby Corp., is up more than 1,300 percent, split-adjusted, and 23 percent last year.
Call to Action
Mr. Coons proposed to shareholders that "we begin the process of getting this company back on track; of holding our management accountable; and, if they do not perform, of instituting management who will produce a coherent and successful strategy."
From Mr. Coons' background and experience in corporate finance, he expressed confidence, saying "these steps will result in a nimble, profitable and competitive company."
About Bill Coons
Bill Coons is a Standex International shareholder. During his career, he has built and operated successful companies. Before focusing on his entrepreneurial ventures, Mr. Coons worked in corporate finance, first at Maryland National Industrial Finance, then moving to BT Commercial Corp. in Dallas. From there, he became Vice President - Leveraged Finance at First Continental Capital Markets Group, later serving as a Vice President at Citicorp North America.
To arrange a conversation with Bill Coons, or to obtain a full copy of Mr. Coons' remarks to fellow shareholders, contact Alexandra Corriveau at Sommerfield Communications at 212-255-8386 or at firstname.lastname@example.org or go to the website http://www.sxi-shareholders.com.
(1) Note: All statements appearing in quotation marks in this news release are those of SXI shareholder Bill Coons, in his remarks during the SXI shareholder's meeting on October 30, 2007.