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Published on 3/26/2009 in the Prospect News Special Situations Daily.

Trico Marine to add two shareholder nominees to ballot

By Lisa Kerner

Charlotte, N.C., March 26 - Trico Marine Services, Inc. rejected one of eight proposals put forth by its largest stockholder, Kistefos AS, for consideration at Trico's 2009 annual meeting.

According to Trico, Kistefos' proposed bylaw amendment is inconsistent with Delaware general corporation law and Trico's charter. Therefore, "proposal 8' would be invalid if adopted by Trico shareholders, Trico said in a March 25 letter to Kistefos filed as part of a form 8-K with the Securities and Exchange Commission.

Regarding proposals four and five, Trico said it will place Kistefos chief executive officer Age Korsvold on the ballot in the 2011 board class with a term to expire in 2011. The company will place Christen Sveaas on the ballot in the 2012 board class with a term to expire in 2012.

Under Trico's charter, new directorships must be apportioned equally among the three classes of directors, the company said.

Kistefos' first proposal is to expand Trico's board to nine directors from seven.

Trico said it would disregard any of the shareholder's proposals if it were determined that adopting them would render Trico or its subsidiaries ineligible to conduct business as U.S. maritime companies.

As previously reported, Trico's board had 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.

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


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