Odds & ends: Calm before the storm edition

July 15, 2011

odd screw jar

We’re heading into the home-stretch before big companies following a calendar year run up against the deadline for filing their second-quarter 10-Qs. That means filings are light these days, but somehow there’s always a few doozies in the mix.

One of the items catching our eye this week is the unflattering reappointment of William F. Miller III, who works for a Dallas private-equity outfit focusing on health-care, to the board of HMS Holdings (HMSY), which performs “cost containment” and coordination of benefits services for government health programs.

No doubt Miller is a nice guy who loves kittens and puppies, but the company’s shareholders seem decidedly ambivalent about him: According to the 8-K it filed on Tuesday, 11.9 million shares were voted to re-elect him, and 12 million were withheld. Yet back on he goes — he and the three others up for re-election “were each elected to serve as directors for a term expiring on the date of our 2013 Annual Meeting of Shareholders.” By contrast, the other directors were shoo-ins, with only one of them receiving more than 2 million withheld votes (and she had just 2.2 million votes withheld).

The company didn’t explain why Miller got to keep his seat despite getting the raspberry from so many of the company’s investors (or why he got the raspberry in the first place, for that matter), though he seems to have been on the board more than a decade.

Then there’s AAR Corp. (AIR), an aviation government and defense contractor . We’re not sure if we should commend the company’s lawyers for covering every base or deride them for tossing in the kitchen sink. In any case, they saw fit to expand the Risk Factors disclosure in the company’s 10-K, and in particular the section warning about “factors that adversely affect the commercial aviation industry” — by adding “acts of God” to a litany that already included oil prices, terrorist attacks, and infectious-disease outbreaks . It does make one wonder what changed since last year.

Over at Bio-Reference Laboratories (BRLI), a New York-area lab-testing company, we have another executive who seems to enjoy moonlighting in the air charter business. Bio-Reference paid Chief Information Officer Richard Faherty $134,896 last year to rent his airplane, according to the 10-K/A it filed yesterday.

It apparently only does this when the company’s own plane isn’t available — which seems to be happening with increasing frequency, since the payments to Faherty have risen substantially from $95,550 in fiscal 2009 and $71,108 in fiscal 2008. Granted, this isn’t as big an operation as the one Michelle footnoted on Air Shrader over at Booz Allen Hamilton (BAH), but we’re always surprised when oh-so-busy executives find the time to run a plane-leasing business on the side.

Have a great weekend — we’ll be keeping an eye on the Friday-night dump for filings investors can act on, which we’ll write about over at footnotedPro.com.

Image source: MinimalistPhotography101.com via Flickr

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