Star Equity (STRR) Proxy filing summary

Executive summary

• Annual meeting set for June 15, 2015; nine proposals cover director elections, executive pay, auditor ratification, governance amendments and preservation of NOL tax benefits.

• CEO transition planned for May 13, 2015: Stephen A. Nolan appointed CEO while continuing as CFO until a successor is named; Manuel Marquez’s agreement ends May 12.

Voting matters and shareholder proposals

• Two director nominees: Alan L. Bazaar and Stephen A. Nolan; plurality vote required, and the Board recommended FOR both nominees.

• Say-on-pay is advisory; majority of shares present or represented is required. The Board recommended FOR, and broker non-votes have no effect while abstentions count against.

• Proposals 4–7 seek annual director elections beginning in 2016, majority thresholds for specified governance actions, special-meeting requests by holders of at least 30%, and stockholder action by written consent; each requires 70% of outstanding shares.

• Proposals 8–9 seek approval of NOL transfer protections and an amended rights agreement; each requires a majority of shares present or represented. The Board recommended FOR both.

Board of directors and corporate governance

• Proposal 4 would accelerate board declassification, with all directors standing for annual elections starting at the 2016 annual meeting; without approval, annual elections begin in 2017.

• Effective May 13, 2015, David G. Offensend was elected independent Board Chair as leadership transitions from Marquez to Nolan.

• Five of six serving directors were determined independent; the Audit, Compensation, and Nominating and Governance Committees comprise independent directors.

• The Board held 11 meetings in 2014; Audit, Compensation, and Nominating and Governance Committees held six, eight, and six meetings, respectively.