The Pantry Announces Board Vote Totals
Company indemnifies new directors, looks to move forward
RALEIGH, N.C. -- As the dust settles from the protracted board of directors dust-up at The Pantry Inc., which culminated in an upset vote at the annual shareholders meeting in Raleigh, N.C., a week ago, the convenience store company has filed documents with the U.S. Securities & Exchange Commission (SEC) to register the vote tallies.
Shareholders elected three new people to the retailer's board, overwhelmingly accepting the slate of three candidates put forward by "dissident" investment group Concerned Pantry Shareholders (CPS): Todd E. Diener, James C. Papas and Joshua E. Schechter.
In a surprising turn, shareholders voted out longtime chairman Edwin J. Holman, along with incumbents Thomas M. Murnane and Robert F. Bernstock.
The other elected directors are Thomas W. Dickson, Wifred A. Finnegan, Kathleen R. Guion, Dennis G. Hatchell, Terry L. McElroy and Mark D. Miles.
The filing also said that in connection with the appointment of Dickson, Diener, Pappas and Schechter as directors, they will enter into the company's standard form of indemnification agreement, which indemnifies them for expenses, attorneys' fees, judgments, fines and settlement amounts incurred by them in any action or proceeding stemming from their services to the company.
The vote follows a contentious battle, with CPS questioning current management's past decisions and ongoing strategy to turn around what the dissatisfied shareholders group considers to be an "underperforming" company that is not keeping pace with its peers and competitors.
With the vote out of the way, the company and its board are vowing to put aside their differences to work for the common purpose of improving The Pantry.
"We appreciate the consideration and support of our stockholders, as well as the insights they shared with our board and management team throughout this election process. While a number of different ideas and perspectives were expressed during this process, at the end of the day, all interested parties share the common goal of creating value for The Pantry's stockholders. The incumbent board and management team welcome the new directors and intend to work cooperatively with them to successfully execute the company's strategic plan and deliver superior returns for The Pantry's stockholders," the company said in a statement issued on the heels of the vote.
In a press statement following the meeting, James Pappas of JCP Investment Management and Jeff Eberwein of Lone Star Value Management, which make up the majority of CPS, said, "We appreciate the overwhelming support from Pantry' shareholders for all three of our nominees. We fully understand the mandate to work with the board and management to enhance value for the benefit of all shareholders. We have already begun planning with management, and the new board and are excited to work hard to improve the performance and fundamental value of Pantry."
The Pantry also announced the vote tallies for three other matters put before the shareholders. The shareholders approved the company's named executive officer compensation ("say on pay") on an advisory (nonbinding) basis and ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending Sept. 25, 2014. Shareholders did not approve the stockholder proposal requesting a human rights report, on an advisory (nonbinding) basis.
Based in Cary, N.C., The Pantry is a leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country. As of March 13, 2014, the company operated 1,537 stores in 13 states under select banners, including Kangaroo Express, its primary operating banner.