Corporate Election Services

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Corporate Election Services
Private
ISIN🆔
IndustryInformation technology with Financial services focus
Founded 📆1985; 37 years ago (1985)
April 22, 1985
(as Genix subsidiary:
Tabulation Services)
March 31, 1989 (as CES)
Founder 👔
Headquarters 🏙️Pittsburgh, Pennsylvania, United States
Area served 🗺️
Key people
Lang Johnston
(President)[1][2]
Members
Number of employees
🌐 Websitewww.proxytabulation.com
📇 Address
📞 telephone

Corporate Election Services (or CES) is an information technology company based in Pittsburgh, Pennsylvania.[3][4][5] It was founded in the mid 1980s and registered with the state on July 6, 1989.[6]

It has been described as one of the "best known firms" in the proxy contest industry.[7]

History[edit]

Foundation[edit]

In 1985, Pittsburgh's National Steel Corporation (also known as National Intergroup) started merger talks with Bergen Brunswig when Leucadia National launched a hostile proxy battle for control.[8][9] While attempting to manage both the merger and proxy fight, National's leadership sought up-to-the-minute voting results and reporting, a service not provided by its transfer/tabulation agent. National's EDP audit manager, Lang Johnston was chosen to internally provide vote tabulation which National Steel won, only to have Leucadia wage a second proxy fight months later for four director seats.[10] National Steel management and advisers quickly and strategically won both proxies with Johnston's technological advancements beating the then normal "day-old" data. Management suggested Johnston head an "intrapreneurial venture" tabulating for proxy fights and moved his group to their subsidiary Genix offices[11][12]—complete with 20MB hard drive computer. Genix was registered with the state for business on April 22, 1985.[13]

Routine proxy tabulation work soon supplemented the proxy vote fights[14][citation needed]. In 1986, PPG Industries agreed to use Genix Proxy Tabulation for its annual meetings, by 2013 it had used CES for 27 annual shareholder meetings. Chuck Roberts was hired by Genix in 1987 to assist with ventures in China; he also helped Johnston with the proxy tabulation business.[15] Roberts designed and developed the PC-based APTS (Automated Proxy Tabulation System) to provide just-in-time proxy reporting[16][citation needed]. The first commercial use of the product came when it was installed on-site at Irving Trust's New York offices during their proxy battle with The Bank of New York. Johnston and Roberts also set up APTS in Carl Icahn's proxy battle against Texaco in 1989. Soon after this, APTS was marketed as an alternative for companies that already tabulated their proxy votes in-house[17][citation needed].

As an independent company[edit]

By 1988 Johnston and Roberts convinced Genix to spin off Tabulation Services into a wholly-owned subsidiary of Genix—Corporate Election Services (CES)--with three core services, tabulation of proxy votes/meetings, leasing APTS and tabulation for proxy fights.

With National Steel's fortunes suffering by early 1989,[18] Genix divested all non-core businesses including CES with only two weeks' notice. Johnston and Roberts negotiated to purchase the company becoming equal owners of CES on March 31, 1989. CES tabulated ten proxy fights in 1989 and leased APTS to Consolidated Edison, DuPont and Universal Foods.

1990s[edit]

The company moved headquarters from the western suburbs to Downtown Pittsburgh in 1990 as local transfer agent Pittsburgh National Bank outsourced to CES as their private label proxy tabulator. In 1991, CES was hired to handle the largest proxy fight in history (at the time): Sears and Robert Monks. Dominion Resources, Pacific Gas & Electric, Pfizer, Texaco and South Jersey Industries became leasing clients and in the following years Cincinnati Gas & Electric and Houston Industries. Full service tabulation clients added in the 1990s included Detroit Edison, Boise Cascade,[19][20] Brooklyn Union Gas and Alcoa[21] as Dominion Resources and Universal Foods switched from APTS leasing to full service. Texaco hired another vendor, but came back to CES soon after. CES also began tabulating for several large mutual fund companies and employee savings plans during proxy fights—tabulating for both sides in a proxy vote—and began Inspector of Election services for proxy fights.

In 1995 CES tabulated seven proxy fights, including Sallie Mae.[22] In October, CES moved headquarters back to Pittsburgh's west suburbs. In its 10th year (1996), CES ceased leasing APTS to instead focus on tabulation services. CES served as "Inspector of Election" for four 1997 proxy fights, including for Conrail[23][24] and a second time for Sallie Mae. The Conrail meeting was the first immediate and on-site certification and preliminary reporting by CES. By the end of the 1990s, CES was providing sub-contracted private label mailing and tabulation for competing medium-sized transfer agents.

2000s[edit]

A 2003 CES Inspector of Election proxy fight decision became basis in a first impression case before the Delaware Chancery Court. The case involved a challenge to a decision CES made regarding over-votes, and the Court upheld and supported the decision, and subsequently dismissed the case with prejudice.[25][26]

Blockbuster LLC hired CES in 2005 to provide proxy services in its battle with Carl Icahn.[27][28] In 2008 CES served as Yahoo!'s Inspector of Elections as it dealt with Microsoft takeover attempts.[29] The NASD (FINRA) chose CES as its proxy agent with its successful merger proposal with NYSE in 2007.[30]

In the last decade, CES has expanded to non-corporate voting services, such as the Balloting Agent for the Dow Corning bankruptcy reorganization vote.[31] Providing election services for several employee retirement systems, associations,[32] societies, co-operatives and corporations.

References[edit]

  1. "LinkedIn Lang Johnston".
  2. "Parker Hannifin 2013 Annual Shareholders Meeting transcript Nasdaq.com".
  3. Responsible Marketing. ISBN 9780615143057. Search this book on Amazon.com Logo.png
  4. "USA SIC Directory - Standard Industrial Classification".
  5. http://www.sec.gov/Archives/edgar/data/18568/0000950132-95-000121.txt. Missing or empty |title= (help)
  6. Pennsylvania Department of State - Corporations
  7. Oswald A J Mascarenhas, Responsible Marketing, Roval Publishing, 2007, p 328
  8. https://news.google.com/newspapers?nid=2519&dat=19850426&id=vYZiAAAAIBAJ&sjid=mHcNAAAAIBAJ&pg=6043,4121768&hl=en. Missing or empty |title= (help)
  9. https://news.google.com/newspapers?nid=1917&dat=19850307&id=CAwhAAAAIBAJ&sjid=TXMFAAAAIBAJ&pg=5059,1636696&hl=en. Missing or empty |title= (help)
  10. https://news.google.com/newspapers?nid=1144&dat=19850528&id=Rt0cAAAAIBAJ&sjid=lWIEAAAAIBAJ&pg=6720,7989396&hl=en. Missing or empty |title= (help)
  11. https://news.google.com/newspapers?nid=1144&dat=19870202&id=kfgjAAAAIBAJ&sjid=L2MEAAAAIBAJ&pg=5354,1947776&hl=en. Missing or empty |title= (help)
  12. https://news.google.com/newspapers?nid=1144&dat=19870202&id=kfgjAAAAIBAJ&sjid=L2MEAAAAIBAJ&pg=5831,1949495&hl=en. Missing or empty |title= (help)
  13. https://www.corporations.state.pa.us/corp/soskb/Corp.asp?627658. Missing or empty |title= (help)
  14. http://www.proxytabulation.com/#_MnuA. Missing or empty |title= (help)
  15. http://www.proxytabulation.com/#_MnuA
  16. http://www.proxytabulation.com/#_MnuA. Missing or empty |title= (help)
  17. http://www.proxytabulation.com/#_MnuA. Missing or empty |title= (help)
  18. https://news.google.com/newspapers?nid=1129&dat=19890713&id=L7RRAAAAIBAJ&sjid=Wm4DAAAAIBAJ&pg=5316,3184989&hl=en. Missing or empty |title= (help)
  19. http://www.sec.gov/Archives/edgar/data/12978/0001047469-98-009186.txt. Missing or empty |title= (help)
  20. http://www.sec.gov/Archives/edgar/data/12978/0001047469-99-009006.txt. Missing or empty |title= (help)
  21. http://www.alcoa.com/global/en/investment/pdfs/2015_Proxy_Statement.pdf
  22. http://www.secinfo.com/dsvRq.824t.b.htm
  23. http://www.sec.gov/Archives/edgar/data/897732/0000950157-97-000040.txt
  24. http://www.sec.gov/Archives/edgar/containers/fix064/897732/0000950172-97-000053.txt
  25. http://www.duanemorris.com/alerts/static/Delawarecorplaw_4-04.pdf
  26. http://caselaw.findlaw.com/de-court-of-chancery/1128126.html
  27. http://variety.com/2005/digital/news/vid-board-s-busted-1117922592/
  28. https://www.complianceweek.com/news/news-article/impact-of-unusual-blockbuster-split-vote-uncertain
  29. http://www.reuters.com/article/2008/08/06/yahoo-idUSN0536418920080806
  30. https://www.finra.org/newsroom/2007/nasd-member-firms-embrace-streamlined-more-efficient-regulation
  31. http://www.fjc.gov/BREIMLIT/MIE/dowreorg.htm
  32. http://www.sec.gov/Archives/edgar/data/1174746/000119312506239267/d424b3.htm

Further reading[edit]


Other articles of the topic Pittsburgh : Innovation Works, List of Pittsburgh sports seasons, The Oakland Review, Darryl Jones (Pittsburgh)
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External links[edit]


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