Perdoceo Education Corporation · NASDAQ:PRDO
Perdoceo Education — Career Education — Proxy Contest (April 2005)
15 slides from Perdoceo Education's proxy contest presentation, Apr 13, 2005
Slide 1: Stockholder Proposals for Career Education Corporation: Restoring Investor Confidence
Stockholder Proposals for Career Education Corporation Restoring Investor Confidence in CEC through Corporate Governance Reform
Slide 2: Overview of Stockholder Proposals
Overview of Stockholder Proposals Steve Bostic, a major CEC stockholder, has notified CEC that he intends to present three stockholder proposals to be voted on at CEC's Annual Meeting on May 20, 2005: Declassify the Board of Directors Empower Stockholders to Call a Special Meeting Repeal CEC's Poiso
Slide 3: Additional Proxy Items
Additional Proxy Items In addition to the three stockholder proposals, Mr. Bostic's definitive proxy statement, which will be mailed to stockholders: Will ask all stockholders to withhold authority to vote for CEC's director nominees Will recommend voting "FOR" ratification and appointment of E&Y as
Slide 4: The Need for Good Corporate Governance
The Need for Good Corporate Governance I believe that corporate governance is a value driver in today's marketplace: Corporate governance studies indicate that good governance increases stockholder value[1] Enron, WorldCom and other recent corporate scandals have triggered new corporate governance e
Slide 5: Recent Adverse Events at CEC
Recent Adverse Events at CEC Complaints to accreditation agencies, including ACICS and SACS Accreditation warnings and schools placed on probation Multiple class-action lawsuits Derivative lawsuits SEC, DOJ and DOE investigations
Slide 6: Bostic Stockholder Proposals
Bostic Stockholder Proposals Declassify the Board of Directors Empower Stockholders to Call a Special Meeting Repeal CEC's Poison Pill
Slide 7: Declassify CEC's Board of Directors
Declassify CEC's Board of Directors Rationale: Make CEC's directors more accountable to the stockholders Give stockholders the opportunity to vote on the election of each director annually Annual indication of approval or disapproval of the performance of the Board
Slide 8: Empower Stockholders to Call a Special Meeting
Empower Stockholders to Call a Special Meeting Rationale: Increase stockholder ability to hold the Board of Directors and CEC's management accountable Facilitate stockholder ability to exercise oversight in an expedient manner by giving the ability to remove directors or initiate a stockholders' res
Slide 9: Repeal CEC's Poison Pill
Repeal CEC's Poison Pill Rationale: Poison Pill shifts voting rights away from stockholders to management on matters pertaining to the sale of the Company CEC's decision to circumvent stockholder approval when it adopted its poison pill is contrary to widely accepted notions of fundamental stockhold
Slide 10: "Unlock" Control of CEC & Restore Investor Confidence
"Unlock" Control of CEC & Restore Investor Confidence I believe that these proposals will improve long- term investor confidence in CEC's Board by: Ensuring that the Board is "stockholder friendly" Improving Board accountability to stockholders Fostering a corporate culture dedicated to meeting toda
Slide 11: CEC Position on Proposals
CEC Position on Proposals Currently, CEC is not allowing the CEC stockholders to vote "FOR" or "AGAINST" Mr. Bostic's stockholder proposals Instead, CEC is proposing to exercise its "discretionary authority" to vote "AGAINST" Mr. Bostic's proposals on all CEC blue proxy cards submitted by stockholde
Slide 12: Requested Stockholder Action
Requested Stockholder Action Upon receipt of my definitive proxy materials, vote the WHITE proxy card: In favor of all three stockholder proposals To withhold Authority to vote on CEC director nominees To ratify E&Y as independent auditor Send letter to CEC directors in support of these proposals
Slide 13: Conclusion
Conclusion I believe that removing CEC's anti-takeover devices will: Restore stockholder confidence Provide a signal to the investor community of CEC's commitment to good governance practices Attract significant new investment Impose the management and Board accountability necessary to ensure that a
Slide 14: Important Information
IMPORTANT INFORMATION On March 23, 2005, and as supplemented and amended on April 13, 2005, Mr. Bostic filed a preliminary proxy statement with the Securities and Exchange Commission relating to his solicitation of proxies from stockholders of Career Education Corporation ("CEC") with respect to CEC
Slide 15: Participant Information
PARTICIPANT INFORMATION Mr. Bostic has an interest in the solicitation of proxies with respect to the 2005 Annual Meeting of CEC arising from his beneficial ownership of the common stock of CEC. Mr. Bostic is the beneficial owner of 1,081,340 shares of CEC common stock.