View:
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
// Preliminary Proxy Statement
// Definitive Proxy Statement
// Definitive Additional Materials
// Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.142-12
INTERNATIONAL BROTHERHOOD OF TEAMSTERS
- ----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement) Payment of Filing Fee
(Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11 (c)(1)(ii), 14a-6(i)(2)
// $500 per party to the controvery pursuant to Exchange Act Rule
// Fee computed on table below per Exchange Act Rules 14a-6
(i)(4) and 0-11
1) Title of each class of securities to which transaction
applies:_________________________________________________
2) Aggregate number of securities to which transaction
applies: _______________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
/x/Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount previously paid: $125.
2) Form, Schedule or Registration Statement Number:
3) Filing Party: International Brotherhood of Teamsters
4) Date Filed: 3/18/94
PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
Re: YELLOW CORP.
ANNUAL MEETING: APRIL 21, 1994
The enclosed proxy material relating to YELLOW CORP. from
the Yellow Shareholders Committee is sent to you as the
direct or beneficial owner of shares in this corporation.
Shareholders Charles Weingartner, Charles A. Nicholes,
and Donald Lee Ruth together propose resolutions that are
explained here. This proxy statement is being distributed
to shareholders on or after March 28.
To be ensured the ability to vote both issues, you
need to use this proxy card. The company proxy does
not include both of these shareholder issues. By
returning the enclosed proxy, stockholders will be
able to vote on all matters described in
management's proxy statement, in addition to both
issues described here.
YOU CAN USE THIS CARD TO VOTE ALL THE ISSUES THAT WILL BE
VOTED ON IN THE COMPANY'S ANNUAL MEETING.
ON BOARD ELECTIONS AND OTHER MANAGEMENT-PROPOSED ISSUES,
WE PLAN TO VOTE AS MANAGEMENT REQUESTS, UNLESS YOU DIRECT
US OTHERWISE.
YELLOW Shareholders Committee
c/o International Brotherhood of Teamsters
25 Louisiana Ave NW
Washington, D.C. 20001 Fax:
202-624-6833
800-208-3081
_______________________
Accountability and Shareholder Performance
Yellow's performance, as reflected in its stock
price, raises the issue of whether the Yellow Board has
recruited the best management it can identify.
- ---
YELLOW stock price, as compared with s&p 500, and peers,
as described in 1994 company proxy.
- ----
Additional issues add to this concern.
* The fact that shareholders can only vote on a
third of the board each year.
* The fact that the Chairman sits on the three-
person Board nominating committee.
* Performance goals that can be reduced or
eliminated in determining a bonus.
* The Chairman's $180,000 in compensation to conduct
board meetings (he retired as an executive).
* The succession of the Powell family members in the
post of Chief Executive Officer.
We believe accountability achieved through strong
corporate governance plays a role in how well management
performs. Because of the issues outlined here, we propose
a series of governance reforms.
CORPORATE GOVERNANCE PROPOSALS
The following resolutions are proposed by Yellow
shareholders Charles A. Nicholes, Donald Lee Ruth and
Charles Weingartner. Mr. Weingartner is the proponent of
the resolution to declassify the board, which also
appears on the Company's proxy card.
1. Require Annual Election of All Board Directors
BE IT RESOLVED: That Yellow stockholders urge that the
Board of Directors take the necessary steps, in
compliance with Delaware Law, to declassify the Board of
Directors for the purpose of director elections. The
Board declassification shall be completed in a manner
that does not affect the unexpired terms of directors
previously elected.
The Board of Yellow is divided into three classes
serving staggered three-years terms. This means it would
take three annual meetings for shareholders to replace
the whole board.
We think this provision is unnecessary as an anti-
takeover measure because other defenses provide that
protection.
This is an advisory resolution. If a simple majority
approves this, and the board agrees with the
recommendation, then the board could then recommend
declassification at the next annual meeting.
2. Institute Confidential Voting
RESOLVED: That the stockholders of Yellow recommend that
the Board of Directors take the necessary steps to adopt
and implement a policy of confidential voting at all
meetings of its shareholders, and that this includes the
following provisions:
1. That the voting of all proxies, consents and
authorizations be secret, and that no such document
shall be available for examination nor shall the
vote or identity of any shareholder be disclosed
except to the extent necessary to meet the legal
requirements, if any, of the company's state of
incorporation; and
2. That the receipt, certification, and tabulation
of such votes shall be performed by independent
election inspectors.
We think voting fairly reflects conviction when the
process is free of potential coercion. Secret balloting
will not prevent shareholders or the company from making
their case; it will only prevent those known to be voting
a certain way from facing focussed campaign efforts, and
possibly recrimination following balloting.
Many companies adopt confidential voting policies
voluntarily, including Anheuser-Busch, which
granted/acceded to a request by an employee shareholder.
A simple majority of the outstanding shares is
required to approve this proposal.
For these reasons, we urge a vote FOR ALL
resolutions.
REVOCATION RIGHTS
If you have already voted the proxy card you
received from the company, you can change your vote. A
proxy card is revocable at any time prior to being voted
by (1) executing a new proxy card; or (2) attending and
voting at the meeting; or (3) delivering written notice
of revocation to the Company or to the authorized agents
of the employee benefit plan through which your stock is
held.
Only your latest-dated proxy card will be counted.
MANAGEMENT COMPENSATION
The committee incorporates herein the discussion of
the subject of management compensation in the Company's
proxy statement.
ELECTION OF DIRECTORS AND APPOINTMENT OF AUDITORS
At the 1994 annual stockholders meeting,
shareholders will be asked to vote in the election for
board of directors and to appoint auditors. The committee
incorporates herein the discussion of these subjects in
the Company's proxy statement. There is no contest for
Board seats. When we solicit proxies, the persons named
in the attached proxy will vote for the Company's
nominees for the Board and for reappointment of the
auditors unless you instruct us otherwise.
PROPOSALS FOR FUTURE MEETINGS
Stockholders who wish to have their proposals
considered for inclusion in the Company's proxy statement
should deliver their proposals in writing to William
Martin, Secretary, Yellow Corp. 10777 Barkley, Overland
Park, Kansas, 66211.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL
SHAREHOLDERS
The Committee incorporates by reference the
discussion of security ownership contained in the
Company's 1994 proxy statement.
VOTING RIGHTS AND USE OF THE PROXY CARD
You can vote on all the proposals by using the
enclosed blue proxy card. The Committee will keep all
cards it receives confidential from the Company until the
deadline for their submission, absent a court order
requiring disclosure.
If you sign and return the enclosed blue card and do
not instruct the Committee how to vote, the card will be
voted for the shareholder proposals, election of the
Company's nominees, reappointment of Arthur Andersen &
Co. as auditors, and adoption of the Equity Incentive
Plan for board directors. Should any other business come
before the meeting other than that listed above (which
the Committee does not anticipate), the proxy holders
will vote your shares in their best judgement.
Only shareholders as of Feb. 22, 1994 are entitled
to vote. The Committee incorporates by reference the
additional information about voting requirements and
outstanding shares contained in the Company's proxy
statement.
SOLICITATION OF PROXIES
The Yellow Shareholders Committee was organized by
Company stockholder Charles Weingartner with assistance
from the International Brotherhood of Teamsters ("IBT").
IBT is party to a national collective bargaining
agreement with several Company subsidiaries. As of
December 1993, the Company reported that IBT represented
about 18,000 employees of Yellow out of about 29,000. The
IBT has experience assisting its members in enhancing the
value of their employee benefits, including employee
stock plans. IBT's national freight agreement expires in
March 1994.
The persons designated on the Committee's proxy
cards are Charles Weingartner, Christ A. Nichols, and
Donald Lee Ruth, who are shareholders, and Bartlett
Naylor, National Coordinator of IBT's Corporate Affairs
Department.
The Committee expects to solicit proxies by mail,
telephone, telecopier and personal interviews. It will
ask trustees, brokers, custodians and other nominees to
forward solicitation materials to the beneficial owners
of common stock, and they will be reimbursed for their
reasonable out-of-pocket expenses. Proxies will be
solicited by Committee members and by members and
employees of IBT who do not receive any additional
compensation for such solicitations.
The cost of the solicitation will be borne solely by
IBT and while the exact cost of the solicitation is not
at this time known, it is estimated at $2,000. Total
expenditures to date have been approximately $100. The
Committee will not seek reimbursement for the cost of its
solicitations from the Company.
* * *
VOTE FOR AN END TO YELLOW CLASSIFIED BOARD
VOTE FOR CONFIDENTIAL VOTING
YELLOW SHAREHOLDERS COMMITTEE
c/o Bartlett Naylor
Int'l Brotherhood of Teamsters
25 Louisiana Avenue
Washington, DC 20001
Fax 202-624-6833
Telephone: 800-208-3081
YELLOW CORPORATION
PROXY
ANNUAL MEETING OF STOCKHOLDERS, APRIL 21, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE YELLOW SHAREHOLDERS
COMMITTEE
The undersigned appoints Charles Weingartner, Charles A.
Nichols, and Bart Naylor and each of them, with full power of
substitution, Proxies of the undersigned with full power of
substitution to vote the stock of Yellow Corporation
which the undersigned may be entitled to vote at the
Annual Meeting of Shareholders to be held on April 21,
1994 or at any adjournments or postponements thereof. The
proxies are authorized to vote in their discretion upon such
other business as may properly come before the meeting and any
and all adjournments or postponements thereof.
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder.
If no direction is made, this proxy will be voted FOR
Proposals 1, 2, 3 and 4.
1. ELECTION OF DIRECTORS:
FOR all nominees listed (except as marked to the contrary
below.) / /
WITHHOLD AUTHORITY to vote for all nominees.
/ /
NOMINEES - John C. McKelvey, Charles A. Duboc and Ronald
T. LeMay
(To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided
below.)
2. Appointment of Arthur Andersen & Co. as independent
public accountants of the corporation for 1994.
FOR / / Against / / Abstain
/ /
3. Proposal to declassify the board of directors.
FOR / / Against / / Abstain
/ /
4. Proposal to provide for confidential voting.
FOR / / Against / / Abstain
/ /
5. Other business: In their discretion, the Proxies
are authorized to vote upon such other business as may
properly come before the meeting.
Please sign exactly as name appears on this form. When
share are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a
corporation, please sign in full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Signature: _________________________________ Date:________
Signature if held jointly:________________________________
Please mark, sign, date and return this proxy card
promptly using the enclosed postage-paid envelope.