Sunday, May 20, 2018
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'Tis the season: stockholder decision time

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    The season of annual shareholder meetings begins this month.


  • shareholder-teaser


The season of annual shareholder meetings begins this month.


The last few years have not been kind to many smaller financial institutions in the Midwest, and this year's crop of issues facing shareholders of publicly traded companies in northwest Ohio and southeast Michigan speaks loudly to that fact.

As the season of annual shareholder meetings begins this month, most of the region's largest firms — especially those tied to manufacturing — are looking forward to the kind of quiet, uneventful meetings that occur when things are on the mend.

But two small area banks will ask their shareholders for permission to offer hundreds of thousands of additional shares in hopes of bettering their balance sheets. They are MBT Financial Corp. of Monroe and Rurban Financial Corp. of Defiance.

Voting on executive compensation, a nonbinding question required under federal law, is another issue on the proxies of several Toledo-area companies, including the three largest, Owens-Illinois Inc. of Perrysburg, Dana Holding Corp. of Maumee, and Owens Corning of Toledo.

Policy analysts have taken note this year of how annual shareholder meetings at the nation's largest companies have become a battleground between political forces on the left and right.

From advisory questions on executive pay to rebukes of corporate lobbying efforts and social policy issues, company directors are facing stockholder activists seeking to push management one way or another, especially in light of the passage last year of the Dodd-Frank Financial Reform Act.

"The big story this year is what's going to happen on the say-on-pay stuff. Dodd-Frank institutionalized that, and the companies are, by and large, having votes," said James Copland, director of the Center for Legal Policy at the conservative-leaning Manhattan Institute. "But the other big thing to watch this year is political spending and trade group membership."

In its annual survey of corporate proxy questions, Institutional Shareholder Services Inc. found "investors will likely vote on at least 5,000 advisory say-on-pay proposals at U.S. company annual meetings in 2011" among other questions.

The Dodd-Frank Act requires all companies holding annual shareholder meetings after Jan. 21, 2011, to place advisory issues before their shareholders on both executive compensation, and how often those packages should be reviewed.

Shareholder meetings of area-based companies

Owens Corning, 10 a.m. Thursday, Sidley Austin LLP, 787 Seventh Avenue, New York.
First Defiance Financial Corp., 2 p.m. Tuesday, April 26, Operations Center, 25600 Elliott Rd., Defiance.
United Bancshares Inc., 7 p.m. Wednesday, April 27, Union Bank branch, 100 South High St., Columbus Grove.
Dana Holding Corp., 8:30 a.m. Wednesday, May 4, Westin Hotel, Detroit Metro Airport, Romulus, Mich.
Owens-Illinois Inc., 9 a.m. Thursday, May 5, Conference Room A, Plaza 2, World Headquarters, 1 Michael Owens Way, Perrysburg.
Rurban Financial Corp., 10 a.m. Thursday, May 5, Eagles Club, 711 West Second St., Defiance.
Health Care REIT Inc., 10 a.m. Thursday, May 5, Bruce G. Thompson auditorium, company headquarters, 4500 Dorr St., Toledo.
MBT Financial Corp., 10 a.m. Thursday, May 5, company headquarters, 10 Washington St., Monroe.
The Andersons Inc., 8 a.m. Friday, May 6, corporate headquarters, 480 West Dussel Drive, Maumee.
Cooper Tire & Rubber Co., 10 a.m. Friday, May 6, Westin Hotel, Detroit Metro Airport, Romulus, Mich.
Croghan Bancshares Inc., 1 p.m. Tuesday, May 10, Building B, Room B101, Terra Community College, 2830 Napoleon Rd., Fremont.
Libbey Inc., 2 p.m. Thursday, May 19, corporate showroom, 335 North St. Clair St., Toledo.


Cedar Fair LP, tentatively June 9; no time or location.
La-Z-Boy Inc. was in August last year.
N-Viro International Corp. was in July last year.

Other firms with local ties:

Ford Motor Co., 8:30 a.m. Thursday, May 12, Hotel duPont, Wilmington, Del.
FirstEnergy Corp., 10:30 a.m. Tuesday, May 17, John S. Knight Center, 77 East Mill Street, Akron.
General Motors Co. unscheduled.
Chrysler Group LLC will not hold an annual meeting.

The shareholder questions are nonbinding but are intended to provide guidance to corporate board members in determining such matters.

Doing so this spring are the majority of the region's companies. Besides shareholders of O-I, Dana, and OC, those of Libbey Inc. of Toledo, Health Care REIT Inc. of Toledo, First Defiance Financial Corp., and

Cooper Tire & Rubber Co. of Findlay will face the say-on-pay and say-when-to-pay questions.

OC stockholders also will be asked to approve a corporate incentive plan that the company "substantially identical" to one approved by shareholders five years ago.

The plan would allow the Toledo building products company's directors to reward top-level executives with up to $5 million in additional compensation each year for achieving benchmarks and goals established by the company's board.

Outside the area, shareholders in Akron-based FirstEnergy Corp. are facing say-on-pay issues as well whether to reduce the number of shares required to call a special meeting and shareholder-initiated questions of whether the company should study and report the financial and environmental implications of relying on coal as a fuel. The company owns Toledo Edison.

Stockholders of Ford Motor Co., of Dearborn, Mich., will face say-on-pay questions, as well as shareholder-initiated questions about the values of its various classes of stock, on how many shares are required to call a special meeting, and on disclosure of the company's political contributions.

But other pressing issues will face some local companies battered by the region's long economic slump.

After a stinging rebuke by its shareholders a year ago, officials of MBT Financial, parent company of Monroe Bank & Trust Co., will ask shareholders next month to authorize a more limited offering of new stock than they sought in 2010.

This year, the bank's board is seeking approval to increase its common stock authorization to 50 million shares from 30 million and to issue up to 1 million shares of preferred stock for the first time, to help the bank raise capital.

In 2010, MBT's directors were rejected when they wanted to raise the common stock authorization to 300 million from 30 million and sell up to 10 million shares of preferred stock.

The Monroe company said proceeds from any stock sale would be used to strengthen its financial condition under the terms of its consent order with the Federal Deposit Insurance Corporation and the Michigan Office of Financial and Insurance Regulation.

Defiance-based Rurban will ask its shareholders to authorize the sale of up to 200,000 new preferred shares. In its proxy filing, the parent company of State Bank & Trust Co. said it intends to raise up to $21.5 million from the sale of the shares to allow it to participate in the federal Small Business Lending Fund, which was approved last year.

Participating in the fund would allow Rurban to raise additional capital and expand small business lending.

Shareholders of Toledo-based Health Care REIT will be asked to approve an expansion of authorized shares of common stock to 400 million shares from 225 million to allow the company to raise additional capital as necessary.

And one local company, Sandusky-based Cedar Fair LP, has tentatively set its annual meeting June 9, but it could be delayed depending on the outcome at a May special shareholders meeting, its second in five months, to deal with a Texas mutual fund investor out to change the entertainment company's board of directors.

The owners of stock in the parent company of Cedar Point and other amusement and water parks will be asked about a mechanism to allow shareholders to nominate board members.

Contact Larry P. Vellequette at: or 419-724-6091

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