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Published on 8/3/2009 in the Prospect News Special Situations Daily.

Tecumseh's slate of nominees garners support of proxy advisory firms

By Lisa Kerner

Charlotte, N.C., Aug. 3 - Proxy Governance, Inc. recommended that Tecumseh Products Co. shareholders vote for all seven of the company's director nominees at the annual meeting on Aug. 14, and Glass, Lewis & Co. recommended in favor of six of the seven, a Tecumseh news release said.

Shareholders were advised by both proxy advisory firms to vote in favor of Tecumseh's recapitalization proposal to consolidate its two share classes into a single class of common shares and to reject Herrick Foundation's dissident slate.

According to Tecumseh, Proxy Governance said in its report that "two things have changed since shareholders rejected essentially the same dissident challenge last November: the company has reported two additional quarters of financial results, and it has completed the revitalization of its board and management team by nominating four new independent directors with considerable applicable experience."

"Elimination of the dual voting class structure creates an even playing field for all shareholders as well as a board that is more responsive to all shareholders," Glass Lewis stated in its report, Tecumseh said.

Last week, Tecumseh chief executive officer Edwin Buker sent a letter to shareholders accusing Todd Herrick and Kent Herrick, who formerly ran the company and control the Herrick Foundation, of once again seeking control.

Buker said in the letter that the Herricks want shareholders to keep an "antiquated capital structure" that gives the Herricks a voice out of proportion with their ownership and gain control of the company without offering a strategic plan to create shareholder value.

As previously reported, Tecumseh was ordered in June to hold its 2009 annual meeting on or before Aug. 14 as planned by a Lenawee County Circuit Court judge who rejected a motion by the Herrick Foundation to accelerate the meeting date.

Tecumseh manufactures compressors and other products. The company is located in Tecumseh, Mich.


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