Websense investors led by Shamrock propose eliminating supermajority vote

By Lisa Kerner

Charlotte, N.C., Dec. 5 - A group of Websense, Inc. investors led by Shamrock Activist Value Fund, LP submitted a proposal to amend the company's bylaws at its 2009 annual meeting of shareholders.

Specifically, Shamrock is seeking to eliminate the supermajority vote requirements for shareholder amendments, according to a schedule 13D/A filed with the Securities and Exchange Commission.

Shamrock said it believes Websense's corporate governance practices directly affect its financial performance and investor confidence in the company.

By requiring approval by two-thirds of the shares outstanding to amend certain provisions of the company's bylaws, Shamrock said Websense makes it very difficult to:

• Declassify the board;

• Authorize shareholders to call a special meeting;

• Eliminate advance notice bylaws; or

• Remove a director for cause.

In November, Shamrock suggested the San Diego web filtering services company name a lead independent director and grant shareholders the right to cast an annual advisory vote on executive compensation.

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