Star Equity (STRR) Proxy filing summary

Executive summary

• Annual meeting set for June 15, 2015; record-date holders as of April 21 could vote on nine matters, with the Board recommending FOR each proposal.

• Manuel Marquez was set to leave as CEO and director May 12, 2015; Stephen Nolan was appointed CEO effective May 13, while David Offensend would become independent Board chair.

Voting matters and shareholder proposals

• Proposal 1 nominated Alan Bazaar and Stephen Nolan; directors were elected by plurality, and Proposal 4 approval would shorten the nominees’ terms to the 2016 annual meeting.

• Proposals 4–7 sought annual director elections, elimination of supermajority voting, special meetings on written request by holders of at least 30%, and stockholder action by written consent.

• Proposals 4–7 each required 70% of outstanding shares; NOL-protection Proposal 8 and Rights Agreement Proposal 9 required a majority of votes present or represented, assuming a quorum.

• Proposal 2 was a non-binding say-on-pay vote; Proposal 3 sought ratification of KPMG LLP for FY2015 audits.

Board of directors and corporate governance

• Five of six serving directors were deemed independent; the incoming CEO, Nolan, was not independent due to his executive role, and independent directors met regularly without management.

• Offensend, previously lead independent director, was elected independent Board chair effective May 13, 2015, as CEO leadership transitioned from Marquez to Nolan.

• Board committees held 6 Audit, 8 Compensation, and 6 Nominating and Governance meetings in 2014; the Executive and Human Resources committees were disbanded in July 2014.

• Board nominees were assessed for relevant expertise, ethics, independence, time commitment, and diverse backgrounds, including age, gender, race, and professional experience.