CKR filed an 8-K yesterday highlighting its recently approved amendments to its company Bylaws. The changes expand the rules around director nominations and providing proper notice to CKR to conduct business at a stockholder meeting. Specifically, the amendments clarify that a stockholder providing notice relative to such nominations or stockholder meeting business must be a stockholder of record both at the time the notice is given and at the time of the stockholder meeting at which the business referenced in the notice will be considered. In short, “the amendments expand the disclosures required to be provided by a stockholder pursuant to such notice.” Such disclosures would include any relationships between a shareholder and any nominee for election as a director.
I find the timing of these changes to be quite telling as the company recently (June 17th) received a letter from Ramius LLC that publicly criticized CKR’s overly aggressive operating cost and capital spending levels and outlined steps to bring about immediate change, such as consolidating its three company headquarters. It was obvious that Ramius’ comments spurred some questions and concerns by others as CEO Andrew Puzder dedicated a big portion of his presentation at CKR’s annual meeting (which took place two days after the letter was received) to addressing the issues communicated in Ramius’ letter. The fact that the company is now tightening its rules around director nominations and conducting business at its shareholder meetings signals to me that the company is facing increased shareholder pressure.
I find the timing of these changes to be quite telling as the company recently (June 17th) received a letter from Ramius LLC that publicly criticized CKR’s overly aggressive operating cost and capital spending levels and outlined steps to bring about immediate change, such as consolidating its three company headquarters. It was obvious that Ramius’ comments spurred some questions and concerns by others as CEO Andrew Puzder dedicated a big portion of his presentation at CKR’s annual meeting (which took place two days after the letter was received) to addressing the issues communicated in Ramius’ letter. The fact that the company is now tightening its rules around director nominations and conducting business at its shareholder meetings signals to me that the company is facing increased shareholder pressure.
