Star Equity (STRR) Proxy filing summary

Executive summary

• Annual meeting set for May 24, 2016; agenda covers five director elections, advisory say-on-pay, KPMG ratification and a 2009 incentive plan amendment.

• Record-date holders had one vote per share; 34,407,697 common shares were outstanding on March 28, 2016.

Voting matters and shareholder proposals

• The board recommended FOR all five director nominees and each of the three other proposals.

• Director election requires a plurality; say-on-pay, auditor ratification and plan approval each require a majority of voting power present or represented, with abstentions counting against the latter three.

• Plan amendment would add 2.4 million shares; estimated maximum dilution is 6.36%, with about 792,000 shares available before the increase.

• Rule 14a-8 proposals for the 2017 meeting were due by December 14, 2016; other business notices were due January 28-February 27, 2017.

Board of directors and corporate governance

• Five directors were nominated for annual election; four of the five serving directors were deemed independent, with CEO Stephen A. Nolan the sole non-independent director.

• Leadership split in May 2015; Jeffrey E. Eberwein became independent chair in June as the CEO focused on strategy and operations.

• Strategic Planning Committee formed in October 2015 to assess strategy resources, external developments and strategic initiatives.

• Board met 14 times in 2015; directors each attended at least 75% of applicable board and committee meetings.