Mac-Gray shareholder accuses chairman of misconduct at annual meeting

By Lisa Kerner

Charlotte, N.C., May 14 - Fairview Capital Investment Management, LLC and Darlington Partners, LP filed a formal protest regarding conduct by Mac-Gray Corp. and its chairman Stewart G. MacDonald Jr. at the company's 2009 annual meeting.

The shareholders demanded that the proxies for 964,950 shares delivered after the purported closing of the polls be included in the final vote count, according to a Wednesday letter to the company included in a schedule 13D/A filed on Thursday with the Securities and Exchange Commission.

According to Fairview, MacDonald prematurely closed the polls before all stockholder votes could be cast, leaving proxies representing 7.1% of Mac-Gray's outstanding shares uncounted.

At the meeting, Mac-Gray stockholders elected Bruce C. Ginsberg as a member of the board. Fairview said Ginsberg was nominated by one of its affiliates in opposition to Mac-Gray's incumbent directors.

MacDonald was not re-elected to Mac-Gray's board, "despite the fact that he and his family control over 32% of the outstanding shares," Fairview said.

Stockholders also supported a proposal to adopt a majority vote standard for uncontested director elections.

An official vote count will be provided by IVS Associates, Inc.

Fairview portfolio manager Scott Clark said MacDonald's actions "disenfranchised one of Mac-Gray's largest stockholders and once again demonstrated his profound disregard for stockholder participation at Mac-Gray."

Mac-Gray is a Waltham, Mass.-based laundry facilities management contractor.

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