Culinary proposes Station Casinos board changes

Alana Roberts

Tuesday, April 26, 2005 | 10:55 a.m.

The Culinary Union Local 226, a small Station Casinos Inc. shareholder, has filed what it calls corporate governance reform proposals in several filings with the Securities and Exchange Commission.

The proposals are to be voted on at the company's annual stockholder meeting May 18 at Green Valley Ranch Station Casinos. The proposals include ending the company's supermajority two-thirds voting requirement and replacing it with a simple majority requirement; requiring an annual election for directors instead of the three-year terms directors currently have and letting shareholders decide whether to keep the company's "poison pill" anti-takeover defense.

Chris Bohner, research director for the Culinary Union, said the union holds 250 shares of stock in the company, but that labor unions own about 200,000 shares in the company through union pension plans. He said the union has been involved in "shareholder activism" along with other unions for 20 years.

The nonunion Station Casinos has long been a back-burner organizing target of the Culinary Union, but Bohner denied that the filings are part of an organizing effort.

"Working people in the unions are shareholders of these companies," Bohner said. "We think these proposals improve the company's performance. It's not connected to our organizing, it's a separate initiative. We've been doing this for a long time, we don't think it'll have an impact on organizing."

Frank Fertitta III, chairman of the board and chief executive of Station Casinos, in a letter to stockholders urged them to ignore the Culinary Union's efforts and called them "a dissident union stockholder."

"The board urges you to reject the union's self-serving solicitation," Fertitta said. "Please discard any proxy card the union may send you."

Glenn Christenson, chief financial officer for Station Casinos, defended the company's provisions.

"It's part of their overall campaign to harass our management," Christenson said. "If the union was really serious about corporate governance matters they wouldn't have a double standard. Several of the companies that have employees they represent have similar bylaws and provisions. They're not calling on those companies to make changes."