(We anticipate the final results will be published with the S.E.C. in the AAG Inc's next 10K filing in Aug. 2004.)
Out of about 25.3 million shares cast at the meeting (from 26.5 million outstanding):
Proposal 1: Election of directors: Mr. Dennis F. Madsen--98%; Messrs. William S. Ayer, R. Marc Langland and John V. Rindlaub--all 88% each. We presume that the "discretionary vote" and/or the "broker vote" of uninstructed shares all were voted for the incumbents. Last year that percentage was around 20% (the proxy tabulator did not have that percentage available at the end of this year's meeting). If you subtract 20% from the above totals, the incumbents won by the following approximate margins: Madsen--78%; and Ayer, Langland and Rindlaub--68% each.
Challengers: Steve Nieman, Richard D. Foley, Dr. Robert C. Osborne and Terry K. Dayton--.00043% (about 11,000 votes each)
(the "broker vote" was not voted on
the shareholder proposals listed below, to the best of our knowledge..)
Proposal 2: Board proposal for the 2004 Long-Term Incentive Equity Plan--79%
in favor
Proposal 3: Establish Simple-Majority--69.9% in favor
Proposal 4: Stockholder Rights Plan--69.3% in favor
Proposal 5: Shares Not Voted Not Counted--17.5% in favor
Proposal 6: Higher Standards for Lead Independent Director--25.3% in favor
Proposal 7: Independent Board Chairman--31.7% in favor
Proposal 8: Establish Confidential Voting--61.2% in favor
Proposal 9: Reporting Employee Stock Ownership--5% in favor
Proposal 10: Establish Cumulative Voting--62.4% in favor
(Below, Proposals 11&12 were only available for vote by the employees' 401(k) plans, the trust containing 1,673,000 shares...During the meeting, management of the company passed out a more complete ballot for use in a final voting opportunity [these proposals also appeared in the proxy materials and proxy card of the opposing solicitation]):
Proposal 11: Establishing a New Election Standard to Limit Electioneering Expenses Regardless Who Runs for the Board--26.5% in favor
Proposal 12: When Boards Ignore Majority Votes--Truth or Consequence--29.8% in favor
NOTE: THESE TALLIES ARE NOT INTENDED TO BE AN OFFICIAL ANNOUNCEMENT OF THE VOTING RESULTS, BUT RATHER ARE WHAT THE PROXY TABULATOR REPORTED TO US VERBALLY AFTER THE MEETING. IT IS OUR UNDERSTANDING THAT SUCH PRELIMINARY VOTING COUNTS ARE SUBJECT TO REVISION, AND/OR CORRECTION FOLLOWING THE MEETING. THIS REPORT CONTAINS SOME COMMENTARY AND STATEMENTS OF OUR OWN OPINION, ANALYSIS AND INTERPRETATION OF VOTING.