| Activism

Martin, of Raging Capital, says Tidewater’s rules of conduct is too much “big-company” thinking

by | Sep 9, 2019

When Mr. Martin attended the annual meeting of Tidewater (May 6, 2019), he was handed a “Rules of Conduct” document. Basically, the document provided the rules for asking questions and information regarding “removal from the meeting”.

Mr. Martin was clearly not pleased.

On May 6, 2019, Raging Capital (7%) delivered a letter to the chairman of the board of Tidewater. In the letter, Mr. Martin referred to the “rule of conduct” as “not stockholder-friendly” and “too much big-company thinking”.

To conclude, I want to share an anecdote that I hope is not indicative of the core mindset of this Board. Upon my arrival at the Annual Meeting, at which I was the only stockholder to attend, I was greeted by a security guard at the door. Inside, I was handed a detailed “Rules of Conduct” document that provided the rules for asking questions, including lengthy provisions for the “proper decorum and removal from the meeting.” Luckily, after a four-hour flight, you allowed me to finish my questions and were generous with your time. Still, this construct was certainly not stockholder-friendly (I’ve never experienced this at a meeting for a small-cap company) and indicates that there may either be too much big-company thinking or the Board is unwilling to engage in fulsome and frank discussions with stockholders, or both.

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