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Howard Stutz

Station Casinos Wins Battle with Union

20 May 2005

NEVADA -- Station Casinos announced Thursday it had won its proxy battle with Culinary Local 226 over three corporate governance provisions when an independent election inspector said the union failed to submit any ballots or valid proxies.

But a representative of UNITE HERE, the Culinary's parent organization, disputed that notion, claiming Station Casinos was refusing to count the votes covering 18 million shares.

"That is just absolutely wrong and highly unusual," said Chris Bohner, a UNITE HERE research director. "I've been doing this for 10 years. We turned in the votes and we turned in the proxies. The company just threw out the votes and is refusing to listen to the wishes of its shareholders."

Charles Roberts of Pittsburgh-based Corporate Election Services the independent elections inspector, said the union handed him a slip of paper but did not offer up any votes or proxies.

"I was never approached by the union before the meeting and they didn't have any ballots to give me," Roberts said.

The Culinary Union, which owns 252 shares of Station Casinos stock, had suggested three nonbinding changes to the company's bylaws that cover corporate governance. The union asked that Station Casinos adopt a simple-majority voting plan rather than require a supermajority of shareholders; require that members of the board of directors be elected annually; and let shareholders vote to keep or reject the company's "poison pill" anti-takeover device.

The union claimed it had received support from several large outside shareholders for its proposals, including an independent capital management group that owns 1.8 million shares.

Before Wednesday's annual shareholder meeting at Green Valley Ranch Station, the company's board of directors asked its stockholders to vote against the union's proposals. After the meeting, executives said it would take a few days to tally the votes.

However, Station Casinos released a statement Thursday afternoon saying the union's proposals had failed.

"What this clearly shows is that the union is not at all interested in our corporate governance but it was just part of their overall harassment campaign against the company," Station Casinos Chief Financial Officer Glenn Christenson said.

The Culinary has tried to unionize the casino operator's Las Vegas work force over the past few years, but Station Casinos remains a nonunion company.

Christenson said the company had nothing to do with rejecting the union's votes or proxies,

Christenson said Corporate Election Services was the group that reported the union had failed to submit any ballots or valid proxies.

Christenson said that based on the shares the union claims it voted, the company would have still prevailed on two of the three proposals. He said the outcome of the poison pill proposal was too close to call.

Bohner disagreed, saying the union was winning easily on all three proposals.

The union, he said, will appeal the matter to an independent shareholder review firm and will address the ruling with the Securities and Exchange Commission.

He also said the union will ask the independent members of Station Casinos' board of directors to look into the vote.

Station Casinos Wins Battle with Union is republished from