Mac-Gray Corporation Announces Annual Meeting Results

Stockholders Re-Elect Company's Slate of Directors; Approve Stock Option Plan and Majority Voting for Director Elections

Jun 01, 2010, 11:15 ET from Mac-Gray Corporation

WALTHAM, Mass., June 1 /PRNewswire-FirstCall/ -- Mac-Gray Corporation (NYSE: TUC), the nation's premier provider of laundry facilities management services to multi-unit housing locations, today announced the results of its 2010 Annual Meeting of Stockholders, which was held May 26, 2010 in Boston, Massachusetts.  

At the meeting, stockholders re-elected incumbent directors David W. Bryan, Edward F. McCauley and Mary Ann Tocio.  

"On behalf of the entire Mac-Gray Board of Directors, we would like to thank all of our shareholders who participated in this year's process," said Thomas E. Bullock, Mac-Gray's Chairman of the Board. "We are pleased that shareholders reaffirmed their confidence in our current Board by re-electing these three directors.  Each plays an important role on our Board, and they have been valuable contributors to our success during their respective tenures."

The Company had received notice on February 5, 2010 from a shareholder – Michael R. Levin – that he intended to nominate three candidates for director at the 2010 Annual Meeting.  In January, Mr. Levin had announced the opening of The Activist Investor, an advisory firm "specializing in advising investors in using shareholder activism…."  The slate of director-nominees that he announced in February included himself, Timothy Brog and Richard Drexler.  The Company then received notice from Mr. Levin on May 25, 2010 that he would not be attending the meeting the next day and no longer intended to nominate the three director candidates pursuant to his previous notice.

"In order to protect the interests of the Company and all of its shareholders, Mac-Gray was obligated to obtain additional legal advice and hire a proxy solicitor in response to Mr. Levin's February 5th notice," said Stewart G. MacDonald, Mac-Gray's chief executive officer.  "The Board concluded that Mr. Levin's slate lacked necessary qualifications compared to the Company's experienced directors.  Mr. Levin then decided to withdraw his nominees less than 24 hours before the meeting.  During the almost four-month interval, the Company incurred more than $200,000 in additional expenses in preparation for this year's meeting – spending that proved to be unnecessary in light of Mr. Levin's last-minute withdrawal.  In addition, both management and the Board were forced to divert valuable time to address a proxy contest that did not materialize."

At the Annual Meeting, stockholders overwhelmingly approved an amendment to the Company's certificate of incorporation that will allow the Board of Directors to implement a majority voting standard for uncontested director.  Stockholders also approved an amendment to the Company's 2009 Stock Option and Incentive Plan.

The Annual Meeting also included two non-binding shareholder proposals, requesting declassification of the Board of Directors, as well as seeking to redeem all rights outstanding under the Company's Shareholder Rights Agreement.  Both proposals narrowly passed.

"As a result of the passage of the two shareholder proposals, Mac-Gray's Board of Directors will review and consider the issues of the declassified board and Shareholder Rights Agreement.  Mac-Gray's Board continues to be firmly committed to good corporate governance and we are continually reviewing our practices in order to best serve the interests of all shareholders," Mr. Bullock concluded.

About Mac-Gray Corporation

Founded in 1927, Mac-Gray derives its revenue principally through the contracting of debit-card- and coin-operated laundry facilities in multi-unit housing facilities such as apartment buildings, college and university residence halls, condominiums and public housing complexes. Mac-Gray manages approximately 88,000 laundry rooms located in 43 states and the District of Columbia. Mac-Gray also sells and services commercial laundry equipment to retail laundromats and other customers through its product sales division. To learn more about Mac-Gray, visit the Company's website at


Michael J. Shea

Jim Buckley

Chief Financial Officer

Executive Vice President

Mac-Gray Corporation

Sharon Merrill Associates, Inc.





SOURCE Mac-Gray Corporation