Attached files
file | filename |
---|---|
EX-99 - PRESS RELEASE OF WESTWAY GROUP, INC. DATED AUGUST 22, 2011 - Westway Group, Inc. | rrd320421_35770.htm |
Delaware
|
20-4755936
|
|
(State or other jurisdiction of
|
(IRS Employer
|
|
incorporation)
|
Identification No.)
|
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Company's By-Laws provide that a vacancy on the Board of Directors resulting from the resignation of a director who was elected by the holders of shares of the Company's Class A common stock (a "Class A Director") shall be filled by the affirmative vote of a majority of the remaining Class A Directors. Mr. Driggers had been appointed to the Board by the Class A Directors to fill the unexpired term of Mr. Peter Harding, who was elected by the holders of the Class A common stock and resigned prior to the expiration of his term.
On August 22, 2011, the Company's Class A Directors appointed James B. Jenkins, the Company's Chief Executive Officer, to fill the Board seat vacated by Mr. Driggers, subject to Mr. Jenkins' resignation from the Board as a director elected by the holders of the Company's Class B common stock (a "Class B Director").
On August 22, 2011, James B. Jenkins resigned as a Class B Director of the Company, and the Board confirmed his appointment as a Class A Director.
Mr. Jenkins has not been named to any committee of the Board, and because Mr. Jenkins is not considered independent under the SEC or NASDAQ rules, he will not be eligible to serve on any committee with an independence requirement. For information on related party transactions involving Mr. Jenkins in 2010, including any compensation received by Mr. Jenkins as a director and executive officer of the Company, see the "Director Compensation," "Executive Compensation" and "Certain Relationships and Related Transactions" sections of the Company's proxy statement filed with the SEC on May 2, 2011, which sections of the proxy statement are hereby incorporated by reference. To date, the information in the "Certain Relationships and Related Transactions" section with respect to Mr. Jenkins, and his compensation arrangements as a director and officer, have not changed since 2010.
99.1 Press Release of Westway Group, Inc. dated August 22, 2011
Westway Group, Inc.
|
||||||||
Date: August 23, 2011
|
By:
|
/s/ Thomas A. Masilla, Jr.
|
||||||
Thomas A. Masilla, Jr.
|
||||||||
Chief Financial Officer
|
||||||||
Exhibit No.
|
Description
|
|
EX-99.1
|
Press Release of Westway Group, Inc. dated August 22, 2011
|