We are proposing to amend and restate in its entirety Article III, Section 3.7 of the Bylaws as follows:

    Section 3.7 Quorum, Required Vote and Adjournment. At all meetings of the
    board of directors, a quorum for the transaction of business shall consist of a
    majority of the directors, and the act of a majority of the directors present at any
    meeting at which a quorum is present shall be the act of the board of directors,
    except as specifically required by the DGCL or other law, the Restated
    Certificate of Incorporation, or these Amended and Restated Bylaws.
    Notwithstanding the foregoing or any other provision of these Amended and
    Restated Bylaws, the approval of more than two-thirds of the directors then in
    office shall be required to authorize the Corporation to (i) acquire, in one
    transaction or a series of transactions, a company or asset (whether by purchase,
    acquisition, merger, consolidation or otherwise), or make any investment or
    provide any financing or guarantee in connection therewith, in each case where
    the consideration therefor has a value in an amount exceeding $50 million,
    unless such transaction or series of transactions, or such investment, financing
    or guarantee arrangement, has been ratified by a majority in voting power of the
    stockholders, voting as a single class at an annual or special meeting; or (ii)
    invest in one capital project or a series of capital projects, in each case at the
    same location or facility, where such investment has an aggregate value in an
    amount exceeding $25 million, unless such capital project or series of capital
    projects has been ratified by a majority in voting power of the stockholders,
    voting as a single class at an annual or special meeting; provided that nothing in
    this sentence shall restrict, or shall be deemed to restrict, the board of directors
    from approving a sale of the Corporation or its assets (whether by merger,
    consolidation or otherwise) by the vote of a majority of the directors present at a
    meeting at which a quorum is present. If less than a quorum is present at any
    meeting of the board of directors, the director or directors present may adjourn
    the meeting from time to time without further notice. Voting by proxy is not
    permitted at meetings of the board of directors. Notwithstanding anything in
    these Amended and Restated Bylaws to the contrary, any amendment, alteration
    or repeal of this Section, or the adoption of any bylaw inconsistent herewith, by
    the board of directors shall require for its approval the affirmative vote of all the
    members of the board of directors then in office. This Section 3.7 shall become
    effective at the time it is approved by the requisite vote of stockholders;
    provided that nothing in this Section shall apply to contractual agreements,
    arrangements or understandings authorized prior to the effective time of this
    Section 3.7.

The Bylaws currently provide that the Board may take any action subject to the approval of a majority of the directors. Our proposed amendment will require certain transactions or capital projects exceeding specified thresholds to be approved by a supermajority vote of the Board, absent ratification of such transactions or capital projects by the Company’s stockholders.

bars_4We are submitting this Proposal for consideration at the Annual Meeting because we believe that important investment decisions on behalf of the Company, including any transaction, or series of transactions, with an aggregate value exceeding $50 million or any capital project, or series of capital projects, in the same location or facility with an aggregate value exceeding $25 million, should require the approval of the vast majority of directors serving on the Board, rather than a simple majority, if such transactions or capital projects are not ratified by the Company’s stockholders. Given the capital allocation decisions made by the Board over the last two-plus years, we believe stockholders should either have a direct vote in the use of the Company’s cash and stock for major investment projects or acquisitions or that the Board should reach a strong consensus (i.e. more than two-thirds of the directors) in deciding on future capital uses. While we recognize this proposed approach is unusual (and may facilitate efforts of a minority of the Board to block actions otherwise approved by the majority of the Board), we also know that it is unusual for a company to make a $450 million acquisition, such as Stillwater’s acquisition of Peregrine, and see the market value of its equity decline by more than $1.3 billion within thirty days.

Approval of this Proposal requires the affirmative vote of a majority of shares of Common Stock having voting power and present in person or by proxy at the Annual Meeting.

 

Our Views on the Proposals

Anyone who knows us knows we have some strong views. Find out what we think of the proposals at this year's annual meeting.
Read More

Why Change is Needed

We believe the Stillwater Board has made significant errors in guiding the Company since the majority owner sold its stake in 2010.
The Case for Change

The Path Forward

The Company can create more value for its stockholders by taking these steps
Read More

Materials For Stockholders

April 15, 2013
Clinton Group second letter to Stockholders Read More >

April 9, 2013
Presentation to Stockholders Read More >