On Tuesday last week I ran a post on Lawndale Capital Management’s campaign to have P & F Industries Inc (NASDAQ:PFIN), among other corporate governance initiatives, rein in the compensation paid to PFIN’s Chairman and CEO, Richard Horowitz for poor performance.
Lawndale’s May 26 amended 13D exhibited its May 25 letter to PFIN board, which also annexed Proxy Governance’s Comparative Performance Analysis of PFIN. Both are worth reading for the background.
PFIN held its annual meeting on June 3, 2010. Lawndale voted its fund’s shares to “Withhold” on all of PFIN’s director nominees. Lawndale’s President, Andrew Shapiro, attended the meeting and met with PFIN’s board to discuss Lawndale’s many concerns, including but not limited to, excessive executive compensation, the need for greater independent composition and functioning of PFIN’s board and oversight of management’s unsuccessful acquisition strategy and operational execution.
PFIN reported the results of the annual meeting late afternoon on June 8:
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2010, the Board of Directors (the “Board”) of P&F Industries, Inc. (the “Registrant”) held a Meeting (the “Board Meeting”) immediately following the Registrant’s 2010 Annual Meeting of Stockholders. At the Board Meeting, the Board reconstituted the composition of the Board’s Compensation Committee and Stock Option Committee, so that, effective immediately, the members of such committees were Kenneth M. Scheriff (who was appointed as Chairman of each such committee) and Jeffrey D. Franklin, who also remained Chairman of the Audit Committee. All other committees of the Board remained unchanged.
At the Board Meeting, the Board also established the position of Lead Independent Director to preside at executive sessions of the non-employee directors and to serve as the principal liaison between the non-employee directors and the Chairman of the Board. The Board appointed Marc A. Utay to serve as the initial Lead Independent Director in addition to his continuing role as Chairman of the Nominating Committee of the Board.
Voting results from PFIN’s annual meeting were as follows: Robert Dubofsky, Alan Goldberg and Chairman/CEO Richard Horowitz had 31.9%, 29.9% and 29.5% of the votes cast as “Withheld”, respectively.
[Full Disclosure: I do no hold PFIN. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]