Tuesday February 25,2014 : PROFITABLE WIN FOR BWIN EXECS
But some investors were not enthusiastic about proposed incentives.
SpringOwl Gibraltar Partners B Limited, the investor associated with Jason Ader which recently acquired a surprise 6 percent stake in Bwin.Party Digital Entertainment was clearly less than cooperative Monday when it voted its 49,829,863 shares against a proposed executive incentive plan offering top executives at the online gaming group up to 550 percent of their annual salaries. Probably most of this money came from the $$ that party stole from marketing partners when the retroactivly changed affiliate agreements.
Following an extensive consultative and communications exercise this year, the plan was presented to shareholders at an extraordinary general meeting in Gibraltar on Monday, and was passed by 69.66 percent vs. 30.34 percent vote.
Bwin.Party subsequently revealed that, of the almost 179 million votes against the new scheme, nearly 50 million came from activist investor SpringOwl – the group that only last week acquired a 6.1 percent stake in the company.
Another tranche of 67,167,470 shares was voted against the proposal by two companies – Emerald Bay and Stinson Ridge – owned by PartyPoker founders Ruth Parasol DeLeon and Russell DeLeon, which appeared to surprise Bwin.Party execs.
A total of 589,011,243 shares were voted, with 410,279,568 for the new plan.
Commenting on the positive outcome for the company management, Rod Perry, chairman of the company's remuneration committee, said the board was disappointed at the opposition from Emerald Bay Limited and Stinson Ridge Limited and explained:
"Bwin.party's remuneration committee and the board of directors are pleased that a majority of the votes cast have supported the BIP [incentive plan].
"Of the votes cast against the resolution, 49,829,863 shares were voted by SpringOwl Gibraltar Partners B Limited, which only purchased this stake last week and so was not involved in the Company's extensive consultation with major shareholders on the BIP.
"The trustees of the divestiture trusts owning Emerald Bay Limited and Stinson Ridge Limited, which in aggregate hold 67,167,470 bwin.party shares, also voted against the resolution.
The directors are surprised at this decision, because the former Bwin.party director nominated by Emerald Bay Limited and Stinson Ridge Limited participated in discussions with the remuneration committee in 2012 and 2013 over the structure of the BIP and did not object to its design.
"In addition, the company's efforts to engage with the trustees on this issue have been frustrated by each divestiture trust having appointed three different trustees since 30 October 2013, with the current trustees appointed on 27 January 2014. Despite meetings and correspondence with the trustees, it is disappointing that the company was not informed of their views until the EGM vote."
Bwin.Party will now submit a copy of the ordinary resolution to the Financial Conduct Authority and it will shortly be available for inspection.