Teamsters General Secretary-Treasurer Ken Hall, in a letter to PFG shareholders, recommends withhold votes from Chairman of the Board Douglas Steenland and Director Jeffrey Overly at the company’s annual meeting on November 10 because of a litany of poor governance practices, including:
The board’s unilateral adoption of unfavorable governance provisions: Concurrent with the initial public offering, the board classified its structure and adopted supermajority vote provisions, without subsequently submitting the provisions for shareholder approval.
Flawed board composition: Despite completely exiting its 45% holding in the company earlier this year, The Blackstone Group continues to have two employee representatives on the board, one of whom (Mr. Overly) is up for election. Both Blackstone directors sit on key committees even though Blackstone affiliates have extensive related transactions with the company.
Egregious severance payout to retiring CFO: The Compensation Committee, chaired by Mr. Steenland, awarded outgoing CFO Robert Evans $525,000 in discretionary severance and a $460,000 consulting agreement.