An independent audit of votes in Mountain Lakes, New Jersey-based CHC’s annual general meeting held on April 14 has confirmed that shareholders elected to replace CHC board members Rocco Marano and Thomas Berry with Aquent’s two nominees, Robert Trevisani and Karl Meyer. The winners received 9,159,186 votes versus the 9,098,415 and 9,035,901 votes received by Marano and Berry respectively.

Shareholders also passed Boston, Massachusetts-based Aquent’s amendment to the company’s bylaws that would reduce the minimum shareholding required to call an extraordinary general meeting to 10% from 25%.

Privately held Aquent had nominated the two new directors and proposed the changes as part of its attempt to win shareholder support for its plan to acquire CHC. The company claims that its original private proposal to acquire CHC for $5 a share had been spurned by CHC founder John Cassese, who had just resigned as CEO and president of the company. Aquent subsequently sought to force a change in the company’s management and win approval for the acquisition from within.

While Aquent has hailed the results as a success, CHC claims they have won by too small a margin, and has initiated proceedings in the United States District Court, District of New Jersey to decide on the matter.

The vote for election of directors was too close to call. It will now be up to the courts to decide, said Bill Murphy, CHC’s president and CEO. In the spirit of shareholder democracy, when a contested vote is as close as this one, it is only fair to all shareholders to assure a correct result as to the final outcome.

This is at least the second time that CHC has taken battle to court. It previously sued Aquent for misrepresenting its position to shareholders. Aquent remains undaunted however. A spokesperson for the company told ComputerWire that the District of New Jersey Court Judge John Lifland, had at that time ordered Aquent to revise some portions of its proxy statements regarding the nominations.

However, the judge also rejected attempts by Computer Horizons to prevent Aquent from circulating its revised proxy materials to Computer Horizons’ shareholders, said the spokesperson. In other words, Aquent is confident that Computer Horizons will be rebuffed again.

Source: Computerwire