Websense shareholder withdraws governance proposal

By Lisa Kerner

Charlotte, N.C., March 26 - Shamrock Capital Advisors, Inc. withdrew the stockholder proposal it submitted in December after Websense, Inc. agreed to recommend eliminating supermajority voting requirements for stockholder actions from the company's bylaws, according to a schedule 13D/A filed with the Securities and Exchange Commission on Thursday.

"We are pleased that Websense has agreed to actively seek shareholder consent to eliminate its current supermajority shareholder voting requirement that disenfranchises Websense shareholders," Shamrock said in a letter to the company included in the filing.

"We hope Websense's recent governance improvements, such as strengthening its majority voting bylaw and providing for appointment of a lead independent director, signal an ongoing commitment to the creation of long-term shareholder value through implementation of corporate governance best practices," the letter said.

As previously reported, Shamrock said that by requiring approval by two-thirds of the shares outstanding to amend certain provisions of the company's bylaws, Websense makes it very difficult to declassify the board, authorize shareholders to call a special meeting and 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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