Trico Marine shareholder seeks to expand company's board

By Lisa Kerner

Charlotte, N.C., March 16 - Trico Marine Services, Inc.'s largest shareholder, Kistefos AS, revised its proposal to nominate two of its executives for election to Trico's board of directors.

Kistefos proposed allowing Trico shareholders to vote on increasing Trico's board to nine, from seven directors, and nominated Kistefos chief executive officer Age Korsvold and Christen Sveaas to fill the two new vacancies. The shareholder withdrew its proposal to nominate Korsvold and Sveaas to run for election as class II directors.

In a March 14 letter to Trico's board, Kistefos said it believes the new proposal gives Trico shareholders the representation they deserve and ensures that the company continues to be in compliance with the Jones Act.

According to Kistefos, as long as its nominees constitute a minority of the board quorum and it does not exercise more than 25% of any interest in Trico, the proposal does not raise a Jones Act issue.

Kistefos said it discussed applicable provisions of law regarding the election of non-citizens nominated by a non-citizen stockholder with U.S. Maritime Administration representatives.

In addition, Kistefos believes there are "no meaningful concerns under competition law" between Trico and Kistefos' portfolio company, Viking Supply Ships AS. However, Korsvold would step down as chairman of Viking if elected as a director of Trico.

Trico's board unanimously rejected Kistefos' nomination of Korsvold and Sveaas in the belief that they are not qualified to stand for election under the company's charter due to limitations on the proportion of non-U.S. citizens eligible to join Trico's board.

As previously reported, Kistefos, Trico's largest shareholder, submitted a proposal to amend the company's bylaws to increase the quorum of the board to seven directors and requested that Trico provide it with the company's stockholder list and security position listings in order to conduct a proxy solicitation.

Houston-based Trico provides marine support services to the oil and gas industry.

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