ShareholdersUnite Forums
IOC Proxy filing - Printable Version

+- ShareholdersUnite Forums (http://shareholdersunite.com/mybb)
+-- Forum: Companies (http://shareholdersunite.com/mybb/forumdisplay.php?fid=1)
+--- Forum: InterOil Forum (http://shareholdersunite.com/mybb/forumdisplay.php?fid=4)
+--- Thread: IOC Proxy filing (/showthread.php?tid=3758)



IOC Proxy filing - calaban48 - 05-29-2013

Here's what I know so far:

http://www.sec.gov/Archives/edgar/data/1221715/000114420413031783/v346084_ex99-1.htm

-- InterOil Corporation's proxy filing May 28 2013.

This is a direct quote from the near-top of page 21:

"We were permitted to terminate Mr. Mulacek's employment contract for "Cause". Cause includes wilful neglect or misconduct resulting in material damage to the Corporation, wilful and repeated refusal or failure to perform or wilful disregard of his duties, conviction of any felony, acts of fraud, embezzlement or misappropriation, conviction for discrimination against or harassment of any employee, or breach of the covenants in the agreement. Mr. Mulacek retired as an employee of InterOil effective 30 April 2013."

Also on page 21 at the bottom, a curious reference to director William Jasper:


"We are permitted to terminate Mr. Jasper's employment contract for "Cause".  Cause includes conviction of an offence involving pecuniary dishonesty or sentencing to any period of imprisonment, acts of fraud or misappropriation, engagement in any material activity which directly competes with the business of InterOil or by failure to cure a breach of the agreement within a reasonable time.
"If Mr. Jasper’s employment is terminated for any reason, the Company must pay within 30 days of such termination, remuneration payable up to and including the date termination becomes effective, having regard to any applicable notice period, and any amount of accrued leave due in lieu of having taken that leave."


Regarding Christian Vinson (Mulacek's brother-in-law), this is a direct quote from the near-bottom of page D-1 pf the proxy circular:


 "Mr. Vinson, an executive officer of InterOil, has indicated his intention to retire as an employee of the Corporation and is not re-nominated as a director at the Meeting."


And this on Vinson's proposed replacement from the bottom of page D-6:


"In light of Mr. Vinson’s proposed retirement and considering the expertise of the directors and the requirements of the Board, the Board commenced an informal search for a new director in 2013. The name of Sir Wilson Kamit as a potential director was provided by the Corporate Secretary to the Chairman and then to the Nominating and Governance Committee.  Sir Wilson Kamit is a prominent Papua New Guinean with an economic and public service banking background within that country and internationally.  Details of his background and experience were reviewed by the Nominating and Governance Committee, who met him. The Committee considered Sir Wilson Kamit’s background and experience to be ideal for a director of the Corporation and recommended his appointment to the Board."

I don't know exactly what to make of all this -- especially in light of the last two trading days. All interpretations welcome.




RE: IOC Proxy filing - petrengr1 - 05-29-2013

You can’t take this stuff out of context and quote it. You have to read it all and all together. Pay attention to the tense of the verbs. It is past tense because they are talking about an Employment Agreement that was signed in February 2012. And they are talking in past tense because Phil is no longer an employee. They are talking about the terms of the agreement not that Phil’s Employment Agreement was terminated. Read it as: Under the terms of the agreement we were permitted ...

Then they tell you that he “retired” effective 30 April 2013. Please be assure he was not fired for cause or they would have had to make it public.

I don’t know what he will get but I assume it will be whatever is appropriate for “retirement” under the agreement.


RE: IOC Proxy filing - calaban48 - 05-29-2013

'petrengr1' pid='23278' datel Wrote:You can’t take this stuff out of context and quote it. You have to read it all and all together. Pay attention to the tense of the verbs. It is past tense because they are talking about an Employment Agreement that was signed in February 2012. And they are talking in past tense because Phil is no longer an employee. They are talking about the terms of the agreement not that Phil’s Employment Agreement was terminated. Read it as: Under the terms of the agreement we were permitted ... Then they tell you that he “retired” effective 30 April 2013. Please be assure he was not fired for cause or they would have had to make it public. I don’t know what he will get but I assume it will be whatever is appropriate for “retirement” under the agreement.

I hear you, sir. Please don't shoot the messenger. I provided the context with the link. The quotes are verbatim, tenses and all. (After more than 40 years as a professional writer, I know my tenses, syntax and grammar. Some have called me a cunning linguist <g>).

My intent in posting this was that (a) it was filed today; (b) no one else mentioned it here; © it sounded to me like "material" information of which my fellow investors should be made aware.

We all "lost" money today, on paper at least. My concern is why. "Re-certification of the resource" in Friday's press release was an unfortunate choice of words. It has been used against IOC.

This proxy filing -- which I encourage everyone to read in full -- is news to me. It wasn't previously mentioned here; therefore, I shared it.

For what it's worth, I have a substantial (for me, at least) stake in IOC's success. I did no trading today.

Thanks for the interpretation, sir, with the greatest respect.




RE: IOC Proxy filing - katytrader - 05-29-2013

'calaban48' pid='23282' datel Wrote:

'petrengr1' pid='23278' datel Wrote:You can’t take this stuff out of context and quote it. You have to read it all and all together. Pay attention to the tense of the verbs. It is past tense because they are talking about an Employment Agreement that was signed in February 2012. And they are talking in past tense because Phil is no longer an employee. They are talking about the terms of the agreement not that Phil’s Employment Agreement was terminated. Read it as: Under the terms of the agreement we were permitted ... Then they tell you that he “retired” effective 30 April 2013. Please be assure he was not fired for cause or they would have had to make it public. I don’t know what he will get but I assume it will be whatever is appropriate for “retirement” under the agreement.

I hear you, sir. Please don't shoot the messenger. I provided the context with the link. The quotes are verbatim, tenses and all. (After more than 40 years as a professional writer, I know my tenses, syntax and grammar. Some have called me a cunning linguist <g>).

My intent in posting this was that (a) it was filed today; (b) no one else mentioned it here; © it sounded to me like "material" information of which my fellow investors should be made aware.

We all "lost" money today, on paper at least. My concern is why. "Re-certification of the resource" in Friday's press release was an unfortunate choice of words. It has been used against IOC.

This proxy filing -- which I encourage everyone to read in full -- is news to me. It wasn't previously mentioned here; therefore, I shared it.

For what it's worth, I have a substantial (for me, at least) stake in IOC's success. I did no trading today.

Thanks for the interpretation, sir, with the greatest respect.

Calaban, thanks for posting the link.  I had been looking for the proxy without success on the IOC website.  On interpretation, as Petengr writes, context is all important.  My view is that the lawyers decide what from the employment agreements should be disclosed to shareholders and the regulators.  I don´t see anything peculiar in these disclosures from agreements made some time ago. And BOD seats do turn over.  If this filing contributed to sell-off, its effect will be short-lived, imo.

katytrader




RE: IOC Proxy filing - johnvonc - 05-29-2013

Wow, I read the original posting, and had some serious anxiety. I went up to Sedar and read the entire document. It is basically a reciting of the various employment contracts. Nothing more. I will sleep somewhat better tonight! http://www.sedar.com/GetFile.do?lang=EN&docClass=10&issuerNo=00008794&fileName=/csfsprod/data143/filings/02066824/00000001/s%3A\C4\580\InterOil\2013\Meeting\Circular.pdf




RE: IOC Proxy filing - jft310 - 05-29-2013

I like the idea of more PNGers on IOC's BOD.
They will fight to keep IOC independent is my take.
Drill and sell. drill and sell the monster finds.