Arrow International blasted by shareholder for annual meeting delay

By Lisa Kerner

Charlotte, N.C., March 2 - Arrow International Inc.'s decision to delay its 2007 annual meeting of shareholders to July 15 from April 19 was challenged by Robert W. Cruickshank, co-trustee of the Robert L. McNeil, Jr. 1983 Trust, in a letter to the company's board.

The new meeting date is approximately six months after the originally scheduled meeting date of Jan. 17, according to a schedule 13D filing with the Securities and Exchange Commission.

"The stated reason for [the] first postponement was to allow the board additional time to consider a proposal made by The Robert L. McNeil 1983 Trust to nominate three persons for election to the board of directors at the 2007 annual meeting. The company offered no justification whatsoever for the second postponement," Cruickshank wrote.

In a similar letter to the board in November, Cruickshank questioned why the nomination of three directors resulted in a three-month delay in convening the annual meeting.

"The board's moving from what now appears to be a manufactured excuse to no excuse at all calls into doubt the board's candor and motivation," he said in the letter.

"Not once in the last 10 years has the company delayed its annual meeting by as much as one month, yet now, with the prospect of a proxy contest in which certain incumbent directors - Messrs. Macaleer, Miller and Neag - may be ousted, the company suddenly and repeatedly defers the annual meeting, on the basis of shifting or undisclosed pretext.

"We can hardly be faulted for suspecting that the true, if unspoken reason for depriving shareholders of the current opportunity to vote is to create delay in order to engineer circumstances that would spare these directors the possibility of defeat."

Cruickshank, who owns 4,624,494 shares, or 10.3%, of Arrow's outstanding stock, is "exceedingly troubled by the conduct of the board" and advised members to "consider the consequences of their conduct."

Arrow is a medical device manufacturer based in Reading, Pa.

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