How to get non-Wyndham affiliated Board of Directors candidates elected:
1. Do NOT assign your proxy to the Wyndham controlled Board of Directors (BOD).
Owners who understand the benefits of an independent BOD, yet assign their proxy to WorldMark's Board of Directors are basically shooting themselves in the foot. A proxy given to the Wyndham controlled Board of Directors, is a proxy for Wyndham. The WorldMark BOD votes their proxies for Wyndham executives (and ex-executives).
As long as owners continue to assign their proxy to the Wyndham dominated BOD, seating independent candidates on the BOD will remain a huge hurdle. Independent candidate Matt Shiner would have been elected in 2012 had not the BOD controlled proxies been voted for David Herrick and John Henley, both Wyndham affiliated incumbents.
2. Assign your proxy to WM Owners, Inc.; or Vote only for candidate(s) in the manner recommended by WM Owners, Inc.
Here’s why. WorldMark has no primary election process. Typically there are 2 or 3 candidates for each position being elected. In 2012 for example, there were 7 candidates running for 2 BOD positions. For 2013, there will be 3 positions elected. It has been announced that there are 5 candidates for the 3 positions (fewer than anticipated). The Wyndham controlled BOD determines the number and names of candidates (chosen from interested applicants). A large number of candidates dilutes the owner votes thereby making it difficult for independent candidates to overcome the voting power of the BOD proxies & Developer votes which, in recent years, have been cast for Wyndham affiliated candidates.
Visualize your favorite political party with several candidates running for President. It is likely that your party would never get a candidate elected because votes would be distributed among the various candidates. This is why political parties hold a primary....to unite behind a single candidate and thereby vote for one candidate in the general election.
By assigning your proxy to WM Owners, Inc. you are participating in voting as a block. In effect, you are entrusting your vote to WMOwners, Inc. to be voted with a larger block of votes. WM Owners, Inc. has been a well-respected, significant proxy holder for several years. Depending on strategy, WM Owners, Inc. generally announces its choice for BOD candidate(s) in advance of the annual election. However, for strategic reasons WMOwners, Inc. may not always announce how it will vote its proxies until close to, or after, the annual election.
3. Please participate..
In 2012, only 31% of WorldMark owners voted or assigned their proxy. Your participation is important. There is ample opportunity (owner voting power) available to elect an independent BOD if only owners would participate.
4. Do not discard the WorldMark voting materials that will arrive in the mail in early September. This material will contain information about how to assign your proxy to WMOwners, Inc. electronically; or cast your ballot using the Internet (online) system.
Many owners wait until the last moment to vote online and cannot find their "confirmation number" that allows access to the voting site. For 2013, all ballots and proxies must be received by the by the tabulation company (Computershare) by October 14. If you need a replacement ballot or proxy, September 27 is the last day to request a replacement from the tabulation company.
5. Do not dilute your vote.
Some owners prefer to cast their own vote. However many do not understand that they can cast all of their votes for the same candidate (each owner has either 2 or 3 votes depending on the number of positions being elected). These owners often vote 1 vote for candidate "A", and 1 vote for Candidate "B", etc. In this manner, they have diluted their vote by 50%. This is why it is preferable to allow WMOwners,Inc. to vote our proxies as a block. WMOwners,Inc. will post a recommended voting procedure here prior to election to help guide those owners who prefer to cast their own vote.
6. Assign your proxy! For 2013, you cannot vote unless you have assigned your proxy (or vote in person at the annual meeting).
Many owners do not realize that they can assign, reassign, or rescind their proxy. If you have assigned your proxy to the WorldMark BOD, you can reassign it to WMOwners, Inc.
A newly assigned today supersedes any previously assigned proxy. You do not need to take any further action to rescind a prior proxy assignment.
If you vote in the annual election, your vote overrides any assigned proxy. Therefore, it is recommended that you assign your proxy to WMOwners, Inc. and do not mark (vote for) the names of any candidates.
For 2013 owners must use the official proxy form and ballot form (if voting). These will be mailed or email to all owners in early September.
|Last edited by javanite on Sun 14 Sep 2014 6:39 pm, edited 11 times in total.
|Reason: unnecessary. NG, added recent info.