Dissidents Win More Votes, But Aetrium Board Stays Intact

An investor group said that 88 percent of votes cast in a proxy battle favored replacing Aetrium’s board; the company says the vote was moot, because fewer than 50 percent of shareholders took part in a shareholder meeting.

An investor group attempting to overthrow the board of North St. Paul-based Aetrium, Inc., said Monday that it won a shareholder vote by a landslide.

The company, however, claims that the vote is invalid, because an insufficient portion of shareholders participated in the shareholder meeting—and its board remains intact.

News surfaced in September that the investor group, led by Jeffrey Eberwein, was fighting for control of the board of Aetrium, a public company that makes equipment used by the semiconductor industry.

The investor group, which owns about 17 percent of Aetrium’s shares, sought to replace all six of the company’s board members, saying that a change in leadership is necessary due to the board’s “inability to halt the steep share price decline, poor financial performance, excessive compensation, failed succession planning, and poor corporate governance.”

Aetrium CEO Joseph Levesque has said that demand for semiconductors has been “severely depressed” since 2008, and the impact on semiconductor equipment companies has been “crippling.” Industry forecasters are predicting a rebound beginning in the second half of 2013, and the company continues to work to expand its customer base.

Levesque has also refuted accusations that the company’s leaders are overpaid; for example, he said that his salary is “consistent with industry norms,” and he’s been voluntarily working under a reduced salary.

The investor group, called Concerned Aetrium Shareholders, called for a vote and a special shareholders meeting, which took place on Monday. But due to a lack of a quorum, “no business was conducted,” the company said Tuesday.

Aetrium recently urged its shareholders to reject the proposed takeover, stating that the investor group lacks the necessary experience to run the company. Two independent proxy advisory firms recommended that shareholders reject the takeover attempt, the company said.

On Tuesday, Eberwein told Twin Cities Business that about 45 percent of the company’s shareholders voted in the proxy battle, and the dissident group received roughly 88 percent of the votes cast. But he claims that the company’s board remains intact due to “a series of technicalities” and an erroneous interpretation of a company bylaw, which the company says requires more than 50 percent of shareholders to be present in order to establish a quorum.

Levesque told Twin Cities Business on Tuesday that the provision has always been a part of the company’s bylaws. There were an insufficient number of shareholders present, so no business was officially conducted, and “the votes were meaningless in that respect,” he said.

Eberwein, meanwhile argued that in past shareholder meetings, elections have proceeded without 50 percent of shareholders casting votes. He said that his group attempted to postpone the meeting until December 10 in order to solicit additional shareholders and establish a quorum, but shortly before Monday’s planned meeting, the board adopted a provision that gave the chairman sole power to postpone such a meeting.

Because less than 5 percent of the company’s outstanding shares supported the incumbent directors, despite the fact that they together own approximately 3.5 percent of the shares themselves, the directors “have lost all legitimacy and are in no position to make any important decisions on behalf” of shareholders, Eberwein said. His group will “explore all of our options to fight for shareholder rights and shareholder value.”

Levesque said that if the investors “have something to bring to the table,” the company is interested in discussing the matters and “resolving it amicably,” but it believes the matters should be settled through negotiation, rather than a proxy battle.

And in a Tuesday statement, he said that the company’s leaders “believe it is our fiduciary responsibility to our shareholders to resist the dissident shareholders group in their efforts to take control of the company.”

In 2011, Aetrium recorded a $4.7 million net loss on revenue totaling $9 million—down 45 percent from the previous year. It is one of Minnesota’s smaller companies and would not rank among the 100 largest based on 2011 revenue.

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