NEW YORK (GenomeWeb News) – Bruker said in a regulatory filing with the US Securities and Exchange Commission after the close of the market Tuesday that it disagrees with a recommendation from ISS Corporate Services that Bruker shareholders withhold votes from two of its directors, Richard Kniss and William Linton.
According to the firm, ISS made the recommendation based on the two directors' attendance records at company board meetings during fiscal year 2011. Both Kniss and Linton are up for re-election at the firm's 2012 annual meeting and were elected by shareholders to three-year terms in 2009.
Bruker said in the filing that both Kniss and Linton "have a long history of exemplary service to the company's shareholders. It noted that in 2007 both directors had "served on a special committee of independent board members that was formed to represent the interests of unaffiliated shareholders in connection with a significant acquisition by the company of entities controlled by the family of Dr. Frank Laukien, the company's chairman and CEO."
Kniss has served as an independent director of Bruker since 2003, and has served on the firm's compensation committee since 2003 and as chairman of the compensation committee since 2009. His attendance over the past three years at meetings of the board and the compensation committee was 80 percent in 2009, 100 percent in 2010, and 71 percent in 2011.
Linton has served as an independent director of Bruker since 2000 and as lead director since 2004, "in which role he acts as an important advisor to the chairman and CEO on governance and policy matters, as well as the principal liaison between the chairman and the independent directors." He also served on the compensation committee from 2000 until November 2009, and acted as chairman of that committee throughout most of his tenure, said Bruker. His attendance over the past three years was 90 percent for the board and compensation committee meetings in 2009, 86 percent of the board meetings in 2010, and 75 percent of meetings in 2011.
Bruker said that it "strongly believes that the recommendation of ISS to withhold votes for these candidates, based on incomplete analysis of disclosure in the company's Proxy Statement for the 2012 Annual Meeting of Stockholders that Mr. Kniss and Dr. Linton each attended less than 75 percent of the meetings of the board held in 2011, does not accurately reflect either the nominees' complete records of attendance or their demonstrated long-standing commitment to fulfilling their obligations as directors."