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Alana Roberts

Station Vote Count Shows Culinary Proposals Lost

24 May 2005

Station Casinos Inc. has released the vote count for three proposals the Culinary Union Local 226 brought before shareholders at the company's annual meeting last Wednesday.

The union, which owns 262 shares, submitted a proposal to end the company's supermajority two-thirds voting requirement by replacing it with a simple majority requirement; another to require an annual election of directors instead of the three-year terms directors currently have and a third proposal to let shareholders decide whether to keep the company's "poison pill" anti-takeover defense.

According to the certified report by Corporate Election Services, the supermajority issue received 27.3 million votes against and 9.6 million votes in favor; the proposal to change the three-year director terms to one-year terms received 27.5 million votes against and 9.4 million votes in favor and the proposal to put the "poison pill" defense to a vote lost by a tally of 24.8 million against and 12.1 million votes in favor.

The preliminary tally of some of the votes, performed by ADP Proxy Services, showed the union won those three issues. That tally showed that the supermajority proposal won with a vote of 15.7 million votes for and 437,653 votes against; the proposal to change the directors' terms won with a vote of 15.3 million for and 793,475 against and the proposal to vote on whether to keep the "poison pill" defense won with a vote of 15.7 million and 439,273 against.

Corporate Election Services, the independent inspector of the election, which certified the results, said the union failed to submit any ballots or valid proxies, according to a Station Casinos press release filed with the Securities and Exchange Commission. The press release said the three non-binding proposals would have failed even if the 16 million shares the union failed to vote were counted.

A union representative said Corporate Election Services improperly refused to accept those votes. The representative said although the union is pleased with the fact that the company is now disclosing the results, he said there's still some confusion about the voting process and said the union is taking a wait and see approach to whether it will pursue an independent legal review of the voting process.

Station Vote Count Shows Culinary Proposals Lost is republished from