In a just released SEC filing, Icahn, who owns 6.4% of the stock, notified Motorola (MOT) management the gloves are now off. He is now urging his own Board nominations to shareholders.
From the filing:
“The election of the Nominees requires the affirmative vote of a plurality
of the votes cast, assuming a quorum is present or otherwise represented at the
Annual Meeting. As a result, your vote is extremely important. We urge you to
mark, sign, date and return the enclosed GOLD proxy card to vote FOR the
election of the Nominees.
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY MOTOROLA. IF YOU HAVE
ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A LATER-DATED GOLD
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR BY VOTING IN PERSON AT THE
ANNUAL MEETING. SEE “VOTING PROCEDURES” AND “PROXY PROCEDURES” BELOW.
If you have any questions or require any assistance in executing your proxy, please call:
Innisfree M&A Incorporated
Stockholders call toll-free: (877) 825-8772
Banks and Brokers call collect: (212) 750-5833″
Rather, says Icahn, “VOTE FOR THE NOMINEES BY USING THE ENCLOSED GOLD PROXY TO VOTE TODAY–BY TELEPHONE, BY INTERNET, OR BY SIGNING, DATING AND RETURNING THE GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED TO YOU.”
Who are they?
“On January 31, 2008, Icahn Partners, Icahn Master and High River delivered
a letter to Motorola, notifying Motorola that these Icahn Parties nominate and
will seek to elect at the Annual Meeting – Frank Biondi, Jr., William R.
Hambrecht, Lionel C. Kimerling and Keith Meister as members of the board of
directors of Motorola.”
Icahn’s Proposals:
“PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
At the Annual Meeting, the Stockholders will be asked to vote to ratify the
selection of KPMG LLP as Motorola’s independent registered public accounting
firm. Motorola’s Board of Directors recommended a vote for this proposal. The
Participants intend to vote, and recommend that you vote, for this proposal.
VOTING ON PROPOSAL 2
The accompanying GOLD proxy card will be voted in accordance with your
instruction on such card. You may vote for or vote against, or abstain from
voting on Proposal 2 described above by marking the proper box on the GOLD proxy
card.
PROPOSAL 3 – SHAREHOLDER PROPOSAL RE: SAY-ON-PAY
At the Annual Meeting, the Stockholders will be asked to vote on a
shareholder proposal to ask Motorola’s Board of Directors to adopt a policy that
shareholders be given the opportunity to vote on an advisory management
resolution at each annual meeting to ratify the compensation of the named
executive officers of Motorola set forth in Motorola’s proxy statement’s Summary
Compensation Table (the “STC”) and the accompanying disclosure of material
factors provided to understand the STC. Motorola’s Board of Directors
recommended a vote against this proposal. The Participants intend to vote, and
recommend that you vote, for this proposal.
VOTING ON PROPOSAL 3
The accompanying GOLD proxy card will be voted in accordance with your
instruction on such card. You may vote for or vote against, or abstain from
voting on Proposal 3 described above by marking the proper box on the GOLD proxy
card.
PROPOSAL 4 – SHAREHOLDER PROPOSAL RE: RECOUP UNEARNED MANAGEMENT BONUSES
At the Annual Meeting, the Stockholders will be asked to vote on a
shareholder proposal to request Motorola’s Board of Directors to adopt a bylaw
(or, if such a bylaw were absolutely impossible, a policy), for Motorola to
recoup all unearned incentive bonuses or other incentive payments to all senior
executives to the extent that their corresponding performance targets were later
reasonably determined to have not been achieved or resulted from error(s).
Motorola’s Board of Directors recommended a vote against this proposal. The
Participants intend to vote, and recommend that you vote, for this proposal.
VOTING ON PROPOSAL 4
The accompanying GOLD proxy card will be voted in accordance with your
instruction on such card. You may vote for or vote against, or abstain from
voting on Proposal 4 described above by marking the proper box on the GOLD proxy
card.
PROPOSAL 5 – SHAREHOLDER PROPOSAL RE: A GLOBAL SET OF CORPORATE STANDARDS AT
MOTOROLA
At the Annual Meeting, the Stockholders will be asked to vote on a
shareholder proposal to request Motorola’s Board of Directors to review and
amend, where applicable, Motorola’s policies related to human rights that guide
its international and U.S. operations. Motorola’s Board of Directors recommended
a vote against this proposal. The Participants intend to abstain from voting on
this proposal and make no recommendation as to this proposal.
VOTING ON PROPOSAL 5
The accompanying GOLD proxy card will be voted in accordance with your
instruction on such card. You may vote for or vote against, or abstain from
voting on Proposal 5 described above by marking the proper box on the GOLD proxy
card. ”
Hard to bet against Icahn and selling some $10 puts may be a nice way to profit from it.
Disclosure (“none” means no position):None
