Item 5.01 Change in Control of the Registrant
As previously disclosed, on February 19, 2009, the Herrick Foundation notified
the Company of its intent to run a competing slate of four nominees for election
as directors to the Company's seven member Board at the 2009 Annual Meeting of
Shareholders, held on August 14, 2009. On August 28, 2009, on the basis of the
certified results of voting at the Annual Meeting, all four of the Herrick
Foundation's nominees were elected to serve on the Company's seven member Board,
which may constitute a change in control of the Company for the purposes of this
Item 5.01.
The Herrick Foundation is a Michigan nonprofit corporation that, together with
its affiliates, controls approximately 33% of the outstanding shares of voting
Class B Common Stock. Information concerning the Herrick Foundation's nominees,
Messrs. Herrick, Lebowski, Seikel and Savas, were included in the Herrick
Foundation's Definitive Proxy Statement on Form DEFC 14A, filed with the
Securities and Exchange Commission on July 15, 2009.
To the knowledge of the Company, there are no arrangements, including any pledge
by any person of securities of the Company, the operation of which may at a
subsequent date result in a further change in control of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 28, 2009, William R. Barker and David A. Bloss, Sr., each of whom were
elected as directors at the Annual Meeting, resigned from the Board. Following
the resignation of Messrs. Barker and Bloss, the Company has five directors, of
whom three are independent under the applicable NASDAQ rules. Messrs. Barker and
Bloss did not resign on account of any disagreement with the Company's
operations, policies or practices.
Item 8.01 Other Events.
On August 28, 2009, the Company issued a press release about the results of the
Annual Meeting. A copy of the press release is filed as an exhibit to this Form
8-K and is hereby incorporated into this Item 8.01 by reference. More detailed
information concerning the matters submitted to a vote at the Annual Meeting
will be included in response to Item 4 of Part II of the Company's Form 10-Q for
the third quarter 2009 to be filed with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed with this report:
Exhibit No. Description
99.1 Press Release