Loading ...ANN ARBOR, Mich., June 18 /PRNewswire-FirstCall/ — Tecumseh Products Company (NASDAQ:TECUA) (NASDAQ:TECUB) , a leading global manufacturer of compressors and related products, today announced that at a closed proceeding held in chambers at the Lenawee County Circuit Court yesterday, Judge Timothy P. Pickard rejected a motion by the Herrick Foundation to accelerate the date of the Company’s 2009 annual meeting, and instead ordered that the meeting take place on or before Aug. 14, 2009, the date previously set and announced by the Company. The Court also rejected the Herrick Foundation’s attempt to exert control over the Board of Directors’ decision-making responsibilities by denying the Foundation’s request to restrict the Company from taking any actions outside of the ordinary course of day-to-day operations.
Holding the annual meeting on or before July 23, 2009, the timeframe demanded by the Herrick Foundation, would not have permitted the Company to timely distribute proxy materials to shareholders in accordance with federal securities laws, and would have deprived all shareholders of the reasonable and customary period to review and carefully consider the information in the proxy statement about the important issues to be decided at the meeting.
Teresa Hess, Tecumseh’s Director of Investor Relations commented: “The Herrick Foundation filed an unnecessary and wasteful motion asking the Court to advance the annual meeting date. As the Herrick Foundation and its advisors are well aware, the Company recently set the date of its annual meeting for August 14, and holding the meeting on July 23 was not possible under applicable law. We believe that this is yet another example of the Foundation’s Trustees using the Foundation to advance their personal agendas at the expense of the Foundation and the best interests of Company’s shareholders, with disruptive effect on the Company’s ability to conduct business during these challenging economic times. The pattern of conduct by the Foundation’s Trustees suggests a disturbing indifference to the interests of all shareholders and a willingness to use any means to regain control of Tecumseh.”
On June 5, 2009, the Michigan Attorney General filed a petition raising concerns about apparent conflicts of interests on the part of the Herrick Foundation’s Trustees, Todd Herrick, Kent Herrick and Michael Indenbaum, a partner in the Honigman Miller, law firm that represents the Herrick Foundation, other Herrick family trusts holding Company shares and Todd and Kent Herrick personally. The Attorney General’s petition also calls for the examination of whether the use of the Foundation’s assets by the Trustees to pursue, among other things, the proxy fight to regain control of the Tecumseh Board is a permitted use of the Foundation’s assets under the Foundation’s governing instruments and applicable law.
At the Aug. 14 annual meeting, shareholders will consider proposals to effect a recapitalization of the Company and elect seven members of the Company’s Board of Directors, which the Company believes will advance its efforts to bring its corporate governance to world-class standards and allow it to continue to execute its strategic plan to become the global leader in commercial refrigeration.
About Tecumseh Products Company
Tecumseh Products Company is a full-line independent global manufacturer of hermetically sealed compressors for residential and commercial refrigerators, freezers, water coolers, dehumidifiers, window air conditioning units and residential and commercial central system air conditioners and heat pumps.
