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Thursday, May 19, 2011

Fisher management and dissident shareholder FrontFour each elect two directors

fisher communications Bottom line: FrontFour Capital wasn't able to take over what will be a nine-member board, adding its own slate of four nominees to current Fisher board member David Lorber. But it was successful in getting enough shareholder support to put Joseph Troy on as a Class 3 director, with a term to expire in 2014, and Matthew Goldfarb as a Class 1 director, serving until next year's annual meeting. Fisher management nominees Richard Hawley (a current board member) and Roger Ogden (new to the board) will both take seats as Class 3 directors, through 2014.

Last week's voting was complicated by Fisher's "cumulative voting" rule. This is how the company describes it:

"Under Fisher's articles of incorporation, which provide for cumulative voting, each company shareholder is entitled to one vote per share, times the number of director positions up for election. For the 2011 Annual Meeting, each shareholder received four votes per share, which could have been cumulated for one nominee or distributed among any number of nominees."

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