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Cutter & Buck declares corporate governance initiatives

09 Sep '05
2 min read

Leading provider of high quality sportswear said that it has accelerated its previously announced initiative to eliminate its classified board structure and the related supermajority vote requirement. If shareholders at their upcoming meeting approve the Company's proposal, all members of the board of directors will be up for re-election at next year's meeting. The board's original proposal would have phased out the classified board structure over a period of three years.

Cutter & Buck also reaffirmed its earlier announcement that the board intends to accelerate expiration of the Company's shareholder rights plan, which was scheduled to occur November 2008 and will now expire November 18, 2005.

In light of the commitment to these initiatives, the Company's largest shareholder, Pirate Capital LLC, has agreed to support the current Company nominees for Director and withdraw its own corporate governance initiatives. "They are proud of corporate governance profile at Cutter & Buck," said Doug Southern, Chairman, "and they are certainly happy to avoid additional costs and the distraction of a proxy contest."

The Company indicated that it has incurred costs of approximately $235,000 related to its review of these initiatives, of which the Company will pay approximately $60,000 to Pirate Capital as reimbursement of its expenses in pursuit of the recent corporate governance initiatives. Those costs will be reflected in the Company's second fiscal quarter ending October 31, 2005.

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