CTT Proxy Fight: Do We Have a Winner?

Did a dissident group win its proxy fight with Competitive Technologies (CTT), a small technology transfer and licensing provider, at Tuesday's annual meeting?

The dissidents say yes, the current board says no, and both sides continue to solicit further votes.

The Committee to Restore Stockholder Value, as the dissident group styles itself, announced in a press release Wednesday that its slate of candidates — led by former president and chief executive officer John B. Nano — received 2,278,723 votes, compared with 1,665,998 for the current board and management.

Later that day, CTT issued its own press release, asserting that independent inspectors of election IVS Associates preliminarily determined that 39.9 percent of the company's outstanding shares were present in person or by proxy at Tuesday's annual meeting.

The company stressed that its by-laws require that a quorum of a majority of the shares outstanding and entitled to vote be present in order to conduct business. "Therefore, the election of directors did not take place since CTT did not believe that a quorum was present," it added.

A fact sheet dated January 9 and posted on CTT's website states that the company has about 8 million shares outstanding. While about 4 million shares would be a simple majority, it is unclear just what would constitute "a quorum of a majority."

The dissident group has since sent a letter to the Securities and Exchange Commission describing what it called "a scheme to mislead and defraud the Competitive Technologies, Inc. shareholders...by management of the company." The letter asserted not only that the inspectors and current chairman Richard Carver "had no idea as to whether a quorum was present," but that the day before the meeting, employees "were advised that management intended to declare that a quorum was not present and terminate the meeting."

As it stands now, the annual meeting will resume on February 2.