Competing proxies for the August 16 meeting are in the mail. There is an important difference between them.

Proxies and cumulative voting shift from Shareholders to Proxy Holders the discretion to determine who will be elected to the Board, but we can choose whether we want our voting decisions made for us by incumbents Frank Mezzatesta and Roger Whitlock or by challengers Steven Muro and Dave Stephenson.  Here’s how it works.

When “cumulative voting” is in effect, as it will be in the 2023 Crestview Board elections, a Shareholder holding one share is not limited to casting one vote for each of 5 or fewer nominees.  Instead, the Shareholder gets 5 votes per share and may cast all 5 votes for 1 nominee (or allocate them in any proportions among up to 5 nominees). However, if the Shareholder has given a Proxy, these discretionary allocation decisions are made by the “agent and proxy” appointed in the Proxy document.  The Board’s Proxy (white) designates President Frank Mezzatesta and Secretary Roger Whitlock to decide how to vote the shares they control, and the Muro/Stephenson Proxy (green) designates them to decide how to vote the shares they control.

Since Muro and Stephenson were the 2 top vote getters at the quorum-less 2022 meeting, it is likely they will have enough Proxies to elect themselves in 2023, and that they will be trying to collect enough Proxies to elect also at least one other nominee of their choosing.  (It takes 50.01% of the cumulative votes to elect 3 Directors and 66.67% to elect 4 Directors.)  If our predictions come true, Mezzatesta and Whitlock will not control enough shares to reelect the entire Board, and they will have to decide which of their incumbent colleagues to support and which to abandon.

When Proxy Holders decide for whom to cast cumulative votes and how many to each, they are not bound by the  Shareholder’s marked preferences FOR certain nominees.  For example, if the Shareholder marks the proxy FOR nominees A, B, C, D, and E, the Proxy Holder could allocate all the cumulative votes to nominees A and B, or could allocate all to E, F, and G. However, the Proxy Holder may not allocate cumulative votes to a candidate the Shareholder has marked WITHHOLD; therefore, to give your Proxy Holder maximum flexibility to elect the largest possible number of Directors, do not mark WITHHOLD for any candidates.  That seems weird, but that is how it works.

If you attend in person instead of giving a Proxy, you can make your own decision about how to allocate your cumulative votes on the ballots distributed during the meeting.

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