SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
FILED BY THE REGISTRANT ¨ FILED BY A PARTY OTHER THAN THE REGISTRANT x
Check the appropriate box:
| x | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under Rule 14a-12 |
COINSTAR, INC.
(Name of the Registrant as Specified In Its Charter)
SHAMROCK ACTIVIST VALUE FUND, L.P.
SHAMROCK ACTIVIST VALUE FUND II, L.P.
SHAMROCK ACTIVIST VALUE FUND III, L.P.
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
SHAMROCK ACTIVIST VALUE FUND, L.L.C.
SHAMROCK CAPITAL ADVISORS, INC.
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
SHAMROCK HOLDINGS, INC.
STANLEY P. GOLD
EUGENE I. KRIEGER
JOHN M. PANETTIERE
ARIK AHITOV
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
| x | No fee required. |
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| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 16, 2008
2008 ANNUAL MEETING
OF
THE STOCKHOLDERS OF COINSTAR, INC.
PROXY STATEMENT
OF
THE SHAMROCK ACTIVIST VALUE FUND
To Our Fellow Coinstar Stockholders:
This Proxy Statement and the accompanying GOLD proxy card are being furnished to stockholders of Coinstar, Inc. (the “Company” or “Coinstar”) in connection with the solicitation of proxies by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), and Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), to be used at the 2008 Annual Meeting of Stockholders of Coinstar (the “Annual Meeting”), and at any adjournments or postponements thereof. The Company has announced that the Annual Meeting will be held at 10:00 a.m. Pacific Standard time on Tuesday, June 3, 2008, at the Company’s offices located at 1800 114th Avenue S.E., Bellevue, Washington 98004. This Proxy Statement and the GOLD proxy card are first being furnished to Coinstar stockholders on or about April [ ], 2008.
The Shamrock Activist Value Fund is soliciting your proxy for the Annual Meeting to elect to the Board of Directors of the Company (the “Board”) Messrs. Eugene I. Krieger, John M. Panettiere and Arik Ahitov (Mr. Ahitov, together with Messrs. Krieger and Panettiere, the “Nominees”). All of the Nominees have consented to serve as directors if elected.
If any of our Nominees is unable or otherwise unavailable to serve as a director, the Shamrock Activist Value Fund reserves the right to nominate a replacement candidate for election as director (in which case any such replacement shall be deemed a Nominee). In any such case, the GOLD proxy card will be voted for any such substitute Nominee(s).
THE SHAMROCK ACTIVIST VALUE FUND URGES STOCKHOLDERS TO VOTE FOR OUR NOMINEES AND THEREBY JOIN US IN OUR EFFORT TO INCREASE DIRECT STOCKHOLDER REPRESENTATION ON THE COINSTAR BOARD.
IF ELECTED, CONSISTENT WITH THEIR FIDUCIARY DUTY, OUR NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTEREST OF THE STOCKHOLDERS OF COINSTAR. WE URGE YOU TO VOTE YOUR GOLD PROXY CARD FOR MESSRS. EUGENE I. KRIEGER, JOHN M. PANETTIERE AND ARIK AHITOV TODAY!
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PLEASE DO NOT SIGN ANY WHITE PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU HAVE ALREADY SIGNED AND RETURNED A WHITE PROXY CARD TO THE COMPANY, YOU MAY REVOKE THAT PROXY BY SIGNING, DATING AND RETURNING A LATER-DATED GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. SEE “RECORD DATE AND VOTING” BELOW.
As of April 14, 2008, the Shamrock Activist Value Fund owns an aggregate of 3,712,744 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which represents approximately 13.4% of the Shares outstanding as of February 8, 2008. To the Shamrock Activist Value Fund’s knowledge, the Company has not disclosed the number of Shares outstanding on the Record Date nor has it included this information in its preliminary proxy statement for the Annual Meeting filed on April 11, 2008. Therefore, references to the percentages of Shares outstanding held by the Shamrock Activist Value Fund in this Proxy Statement are based on the 27,738,062 Shares outstanding as of February 8, 2008 as reflected in the Company’s Annual Report in the Form 10-K filed by the Company on February 29, 2008. The address of the Shamrock Activist Value Fund is 4444 Lakeside Drive, Burbank, CA 91505. The Shamrock Activist Value Fund intends to vote all of its Shares FOR the election of our Nominees.
IMPORTANT
YOUR VOTE IS EXTREMELY IMPORTANT, REGARDLESS OF WHETHER YOU OWN ONE SHARE OR MANY SHARES. THE SHAMROCK ACTIVIST VALUE FUND URGES YOU TO COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY!
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| • | If your Shares are registered in your own name, please sign and date the enclosed GOLD proxy card and return it to the Shamrock Activist Value Fund, c/o MacKenzie Partners, Inc., in the enclosed postage-paid envelope today. |
| • | If you have previously signed and returned a white proxy card to the Company, you have the right to change your vote. Only your latest dated proxy card will count at the Annual Meeting. To revoke any white proxy card you have already sent to the Company, please sign, date, and mail the enclosed GOLD proxy card in the enclosed postage-paid envelope today. Any proxy may be revoked at any time prior to the Annual Meeting by delivering a written notice of revocation or a later dated proxy for the Annual Meeting to MacKenzie Partners, Inc., or by voting in person at the Annual Meeting. |
| • | If any of your Shares were held in the name of a brokerage firm, bank, bank nominee, or other institution on the Record Date, only that institution can vote those Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct them to sign, date and return a GOLD proxy card on your behalf. The Shamrock Activist Value Fund urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of those instructions to the Shamrock Activist Value Fund, c/o MacKenzie Partners, Inc., at the address set forth below and on the back cover of this Proxy Statement, so that we are aware of your instructions and can attempt to ensure that they are followed. |
After signing, dating and returning a GOLD proxy card, please do not sign or return any white proxy card, even as a sign of protest, because only your latest dated proxy card will be counted.
If you have any questions regarding your proxy, or need assistance in voting your Shares, please contact MacKenzie Partners, Inc., our proxy solicitor, at:
MacKenzie Partners, Inc.
105 Madison Avenue, 17th Floor
New York, NY 10016
1-800-322-2885
coinstarproxy@mackenziepartners.com
ELECTION OF DIRECTORS
The Board is currently composed of seven directors, divided into three classes elected for three-year terms. At the Annual Meeting, three of the seven directors will be elected. The Shamrock Activist Value Fund is seeking your support to elect our Nominees to the Board to serve until the 2011 annual meeting of Coinstar stockholders or until their successors are duly elected and qualified. As the holder of approximately 13.4% of the Shares outstanding as of February 8, 2008, we are the largest stockholders of Coinstar and, by virtue of our Share ownership, we believe our interests are directly aligned with the interests of our fellow Coinstar stockholders.
Background of Our Nominations
The Shamrock Activist Value Fund has been a Coinstar stockholder since 2005. We have communicated with Coinstar on numerous occasions since then regarding matters we believe are important to maximizing stockholder value, including implementing corporate governance best practices, properly linking pay to performance, properly aligning management’s and the Board’s interests with the interests of Coinstar’s stockholders, and improving the performance of Coinstar’s business and its investments. More recently, the Shamrock Activist Value Fund sought to engage in a dialogue with Coinstar regarding increasing the level of direct investor representation on Coinstar’s Board. The Shamrock Activist Value Fund ultimately determined that Coinstar’s Board and management were unlikely to voluntarily increase the level of direct investor representation on Coinstar’s Board, and therefore concluded that nominating our own Nominees for election to the Board at the Annual Meeting would be the most viable path to achieving that goal. Therefore, on April 4, 2008, the Shamrock Activist Value Fund submitted written notice to Coinstar of our intent to nominate the Nominees for election to the Board at the Annual Meeting and to solicit proxies for their election. To date, Coinstar has not contacted the Shamrock Activist Value Fund to discuss or interview its Nominees. In fact, within days following notice of our nominations, Coinstar set the Record Date and the meeting date for the Annual Meeting, filed their preliminary proxy materials, and nominated its own slate of incumbent directors.
Reasons to Vote for the Nominees
We believe our three Nominees possess independence from Coinstar and the business training and the expertise necessary to maximize value for all Coinstar stockholders by, among other things, providing active oversight of management, holding management accountable for Coinstar’s performance and improving transparency and clarity in Coinstar’s communications to its stockholders.
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Our Nominees are independent from the Company in accordance with U.S. Securities and Exchange Commission (the “SEC”) and The NASDAQ Global Market rules on board independence. Our Nominees have advised us that, if elected, they are committed to acting in the best interests of the Company’s stockholders and we believe they will perform their duties diligently and promptly.
The Shamrock Activist Value Fund believes that a change in composition of the Board is necessary to maximize value for the benefit of all stockholders. Since 2002, the Company has invested over $350 million in cash and stock to acquire its entertainment and money transfer businesses (and made substantial subsequent capital expenditures with respect to the entertainment business). The Company’s return on invested capital (“ROIC”), a financial metric which we believe correlates strongly to stockholder value, has declined by over 50% from the year before these acquisitions were made to the end of 2007, from 12.7% to approximately 5.7%. We believe that the Company, after many years of significant investment, has the potential to solidify a strong business platform and should shift its focus to maximizing the earnings power of its current business lines and improving its ROIC.
Accordingly, we expect our Nominees will focus their efforts and advocacy in the following areas:
| (1) | Operational Focus: Focus management on (i) execution in each the Company’s core businesses, including, but not limited to, a smooth implementation of coin and Redbox machine installations, (ii) stabilizing and then improving the financial performance of the entertainment division, and (iii) improving the profitability of its money transfer investments; |
| (2) | Strategic Plans/Transparency: Optimizing strategic plans related to the Company’s existing business segments and improving transparency and clarity in Coinstar’s communication to its stockholders; |
| (3) | Capital Management: Developing a more appropriate capital management structure and capital allocation discipline; and |
| (4) | Compensation and Corporate Governance: Improving the Company’s compensation plans and policies to create stronger long-term alignment with stockholders and institute a de-staggered Board. |
We believe that the changes we propose, together with the addition of our Nominees to the Board, will increase management and director accountability, better align the interests of Coinstar’s management and Board with those of the Company’s stockholders, and will promote actions intended to enhance value for all of the Company’s stockholders.
Background of Our Nominees
Set forth below are the name, age, business address, present principal occupation, employment history and directorships of publicly held companies of each of our Nominees for at least the past five years. Each of our Nominees has consented to serve as a director of the Company and to be named in this Proxy Statement as our Nominee. None of the entities referenced below is a parent or a subsidiary of the Company.
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Name | Age | Present Principal Occupation, Five Year Employment History, Business Address, and Public Company Directorships | ||
| Eugene I. Krieger | 68 | Since July 1999, Mr. Krieger has served as the Vice Chairman and Chief Operating Officer of Shamrock Holdings Inc. (“SHI”). Prior to joining SHI in July 1999, Mr. Krieger was a senior tax partner at PricewaterhouseCoopers LLP (“PWC”) in Southern California. While at PWC, he served as managing partner of the Southern California tax practice, was a member of the firm’s Policy Board of Directors and served as a business and tax advisor to a wide range of prominent clients. Mr. Krieger has served as the Vice Chairman of the Board of the Colburn School since 2003. He has also served as Director of the Beverly Hills Education Foundation since 1996, a Director of JTN Productions since 1995, a Director and Trustee of Facing History and Ourselves since 2002, and Chairman of their L.A. Regional Advisory Board since 2005. Mr. Krieger has also served as a Director of the Colburn Foundation since 1999, a Director of the Colburn Music Fund since 1999 and a Director of Temple Emanuel of Beverly Hills since 2007. Mr. Krieger’s principal business address is 4444 Lakeside Drive, Burbank, California 91505. | ||
| John M. Panettiere | 70 | Mr. Panettiere is the founder and, since 2005, has been the Chief Executive Officer of John M. Panettiere Business Consulting. From 2001 to 2004, Mr. Panettiere served as a management consultant to Blount International, Inc. (NYSE:BLT), a manufacturer of outdoor products, sporting equipment and industrial power equipment. Mr. Panettiere has served as a member of the advisory panel of the Shamrock Activist Value Fund since 2002. He also has served as a Director of Altec Industries, Inc., a manufacturer of specialty equipment for the electric utility, telecommunications and tree care industries since 1996, and Gencor Industries, Inc. (NasdaqGM: GENC), a manufacturer of industrial process equipment since 2002. Mr. Panettiere has also served as a member of the Board of Trustees of Westminster College since 1994 and as a Director of Area Chamber Commerce since 1993. Mr. Panettiere’s principal business address is 196 Ft. Toulouse Road Suite C, Wetumpka, Alabama 96092. | ||
| Arik Ahitov | 32 | Mr. Ahitov joined Shamrock Capital Advisors, Inc. (“SCA”) in September 2004, where he currently serves as a Vice President, a position he has held since September 2006. SCA is a Delaware corporation which provides management consulting services, as described below in the section entitled “CERTAIN INFORMATION CONCERNING THE PARTICIPANTS”. Mr. Ahitov has also served as a portfolio manager for the Shamrock Activist Value Fund since September 2004 and is a CFA Level 3 candidate. Prior to obtaining his Masters in Business Administration from the University of California, Los Angeles Anderson School of Management, which he attended from September 2002 to June 2004, Mr. Ahitov served as a consultant for Mitchell Madison Group, a management consulting firm, a business strategy analyst for FreeDecision, a technology start-up company, and as an investment banker at both Salomon Smith Barney, a financial advisory services firm, and Royal Management, an investment services firm. Mr. Ahitov’s principal business address is 4444 Lakeside Drive, Burbank, California 91505. | ||
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Arrangements and Understandings with Our Nominees
In connection with their employment by SCA, Messrs. Krieger and Ahitov have certain rights to indemnification for their services on behalf of SCA. The Shamrock Activist Value Fund provides Mr. Panettiere with an annual retainer and other compensation for his services on the Advisory Panel of the Shamrock Activist Value Fund. In connection with his services, the Shamrock Activist Value Fund has also agreed to provide certain indemnification rights to Mr. Panettiere.
If elected, our Nominees will constitute a minority of the Board. Accordingly, our Nominees will not be able to adopt any measures without the support of at least some members of the current Board. We therefore expect our Nominees to raise their concerns with, and advocate their recommendations for, the Company’s business to the other members of the Board. Our Nominees have indicated that if elected they will seek to focus the Board’s and management’s attention on improving the performance of the Company’s existing business lines and will seek to work cooperatively with the other members of the Board to pursue the initiatives and implement the changes described in “Reasons to Vote for the Nominees” above.
There can be no assurance that the actions our Nominees intend to take as described above will be implemented if they are elected, or that the election of our Nominees will improve the Company’s business or otherwise enhance stockholder value. Electing our Nominees will have only the legal effect of replacing incumbent directors of the Company with our Nominees. However, we believe the election of our Nominees will send an important message to the Board and current management about Coinstar stockholders’ desire for more direct investor representation on the Board and will provide our Nominees a mandate to seek to maximize stockholder value.
The Shamrock Activist Value Fund expects our Nominees will be able to stand for election to the Board, but, in the event that any persons are unable to serve or for good cause will not serve, all Shares represented by the enclosed GOLD proxy card will be voted for substitute Nominee(s) selected by the Shamrock Activist Value Fund. In addition, the Shamrock Activist Value Fund reserves the right to nominate substitute Nominee(s) if the Company makes or announces any changes to the Company’s Bylaws or Certificate of Incorporation or takes or
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announces any other action that has, or if consummated would have, the effect of disqualifying our Nominee(s). In any such case, Shares represented by the enclosed GOLD proxy card also will be voted for such substitute Nominee(s).
PLEASE VOTE “FOR” THE ELECTION OF OUR NOMINEES
BY SIGNING, DATING AND RETURNING A GOLD PROXY CARD TODAY.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
According to Coinstar’s Proxy Statement, Coinstar stockholders will also be asked to vote on the ratification of the selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm. Please refer to Coinstar’s Proxy Statement for a more detailed discussion of this proposal. This proposal is outlined in summary form below.
PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company is soliciting proxies to ratify the Audit Committee’s selection of KPMG LLP as Coinstar’s independent auditors for the coming fiscal year. The Shamrock Activist Value Fund does not object to the ratification of the Audit Committee’s selection of KMPG LLP as the Company’s independent auditors.
The accompanying GOLD proxy card will be voted in accordance with your instruction on such card. You may vote for, against or abstain from voting on Proposal 2 described above by marking the relevant box on the GOLD proxy card. If you do not provide voting instructions on Proposal 2, the proxies named in the GOLD proxy card intend to vote your Shares on Proposal 2 as recommended by the Shamrock Activist Value Fund in its sole discretion.
OTHER PROPOSALS
The Shamrock Activist Value Fund and its affiliates are not aware of any other business to be presented at the Annual Meeting, nor does the Company’s Proxy Statement replace any such other business as being expected to come before the stockholders at the Annual Meeting. If any other matters should properly come before the Annual Meeting, the persons named on the enclosed GOLD proxy card will vote all Shares subject to GOLD proxies on any such other matters in accordance with their judgment.
RECORD DATE AND VOTING
According to the Company Proxy Statement, as of the close of business of April 11, 2008, the Record Date for the Annual Meeting, there were [ ] Shares issued and outstanding entitled to be voted at the Annual Meeting. Each Share is entitled to one vote on each matter submitted to a vote of stockholders. Only the stockholders of record as of the Record Date will be entitled to vote at the Annual Meeting. If your Shares are registered directly in your name with the Company’s transfer agent, you are considered the stockholder of record with respect to those Shares, and these proxy materials are being sent directly to you. If you are a stockholder of record, you have the right with respect to all Shares you hold registered in your name to submit your voting proxy directly to the Company using the enclosed proxy card or to vote in person at the Annual Meeting.
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If your Shares are held in a stock brokerage account, by a bank or other nominee, you are considered the beneficial owner of Shares held in “street name.” If that is the case, these proxy materials are being forwarded to you by your broker who is considered, with respect to those Shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee holder to vote your Shares, and your bank, broker or other nominee holder should have enclosed a voting instruction card for you to use to indicate how you want your Shares to be voted. If your Shares are held by a bank, broker or other nominee holder, please return your voting instruction card as early as possible to ensure that your Shares will be voted in accordance with your instructions. You are also invited to attend the Annual Meeting; however, since you are not the stockholder of record, you may not vote any Shares that are held by a nominee for you in person at the meeting unless you specifically request a document called a “legal proxy” from your bank, broker or other nominee holder and bring it to the Annual Meeting.
Under Delaware law and the Company’s Bylaws, the presence of a quorum is required to transact business at the Annual Meeting. A quorum is defined as the presence, either in person or by proxy, of a majority of the Shares outstanding entitled to vote at the Annual Meeting. Abstentions and broker non-votes are considered to be Shares present for the purpose of determining whether a quorum exists. A broker non-vote occurs when a nominee holding Shares of a beneficial owner does not vote on a particular non-routine proposal because the nominee does not have discretionary voting power with respect to that proposal. Because the election of directors at the Annual Meeting is a “contested election” (meaning there are more nominees than directors up for election), banks, brokers and nominee holders do not have discretionary authority to vote your Shares, and your votes will not be cast or counted unless you specifically instruct your bank, broker or other nominee holder how you want them to vote your Shares for you.
Because, as of the date of this Proxy Statement, there are more Nominees for election to the Board than the number of directors to be elected at the Annual Meeting, Coinstar has announced that it considers this to be a contested election and therefore, under its bylaws, a plurality voting standard will apply to the election of the directors at the Annual Meeting. Under a plurality voting standard, the three nominees receiving the highest number of affirmative votes of the Shares present in person or represented by proxy at the Annual Meeting and entitled to vote shall be elected to the Board. That means, for our three nominees to be elected to the Board at the Annual Meeting, they must each receive more “FOR” votes than the Company’s nominees and any other nominees proposed for election to the Board. Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum, but under a plurality voting standard have no legal effect under Delaware law. Generally, for each other item properly presented for a vote, the affirmative vote of the holders of a majority of the Shares represented in person or by proxy and entitled to vote on the item will be required for approval. Abstentions and broker non-votes are not counted as votes present for the purpose of electing directors. Coinstar stockholders of record may appoint proxies to vote their Shares by signing, dating, and mailing the GOLD proxy card in the enclosed postage-paid envelope.
If your Shares are held for you in the name of a bank, broker, nominee or custodian and you want to vote in person at the Annual Meeting, you may specially request a document called a “legal proxy” from the custodian and bring it to the Annual Meeting.
If you need assistance in completing a GOLD proxy card or in voting your Shares, please contact our proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885 or by email at coinstarproxy@mackenziepartners.com.
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Shares represented by properly executed, but unmarked, GOLD proxy cards will be voted at the Annual Meeting as marked and will be voted FOR the election of our Nominees to the Board and, in the discretion of the persons named as proxies, on all other matters as may properly come before the Annual Meeting.
You are being asked to elect our Nominees to the Board for a three-year term commencing immediately after the Annual Meeting and expiring at the 2011 annual meeting.
REVOCATION OF PROXIES
Stockholders of the Company may revoke their proxies at any time prior to the vote at the Annual Meeting by attending the Annual Meeting and voting the Shares held in their name or subject to a “legal proxy” from their nominee holder in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a properly completed and subsequently dated proxy will also constitute a revocation of any earlier dated proxy. Written notices of revocation may be delivered either to the Shamrock Activist Value Fund c/o MacKenzie Partners, Inc., its proxy soliciter, at its address set forth on the back cover of this Proxy Statement, or to the Company at 1800 114th Avenue S.E., Bellevue, Washington 98004 or any other address provided for the purpose of revoking proxies by the Company. Although a written notice of revocation is effective if delivered to the Company, the Shamrock Activist Value Fund requests that either the original or photostatic copies of all written notices of revocation be mailed to the Shamrock Activist Value Fund in care of its proxy soliciter at the address set forth on the back cover of the Proxy Statement so that the Shamrock Activist Value Fund will be aware of all revocations. Additionally, MacKenzie Partners, Inc. may use this information to contact stockholders who have revoked their proxies in order to solicit later dated GOLD proxies for the election of our Nominees.
IF YOU WISH TO VOTE “FOR” THE ELECTION OF OUR NOMINEES TO THE
BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GOLD
PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
ADDITIONAL INFORMATION
The principal executive offices of the Company are located at 1800 114th Avenue S.E., Bellevue, Washington 98004. Except as otherwise noted herein, the information concerning the Company has been taken from or is based upon documents and records on file with the SEC and other publicly available information.
The principal executive offices of the Shamrock Activist Value Fund and each of the Nominees is 4444 Lakeside Drive, Burbank CA 91505, except the principal business address of Mr. Panettiere is 196 Ft. Toulouse Road Suite C, Wetumpka, Alabama 96092.
PROXY SOLICITATION; EXPENSES
GOLD proxies may be solicited in person, by mail, advertisement, telephone, telecopier, telegraph or email. Solicitations may be made by the Shamrock Activist Value Fund, our Nominees, affiliates of the Shamrock Activist Value Fund and each of their respective employees and representatives, none of whom will receive additional compensation for such
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solicitation. Proxies will be solicited from individuals, brokers, banks, bank nominees, and other institutional holders. We have requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. We will reimburse these record holders for their reasonable out-of-pocket expenses.
The Shamrock Activist Value Fund has agreed to indemnify our Nominees against any liabilities, costs and expenses related to this proxy solicitation. The Shamrock Activist Value Fund and our Nominees intend to enter into written indemnification agreements, providing indemnification to our Nominees for liabilities, costs and expenses suffered or incurred in connection with serving as our Nominee for election to the Board at the Annual Meeting.
In addition, the Shamrock Activist Value Fund has retained MacKenzie Partners, Inc. to solicit proxies on its behalf in connection with the Annual Meeting. MacKenzie Partners, Inc. will employ approximately 35 people in its efforts. We have agreed to reimburse MacKenzie Partners, Inc. for its reasonable expenses and to pay MacKenzie Partners, Inc. a fee up to $[ ]. We anticipate that the reasonable expenses incurred by the MacKenzie Partners, Inc. and the Shamrock Activist Value Fund in connection herewith for printing, publishing, mailing, etc. will amount to, in the aggregate, approximately $[ ]. If the Shamrock Activist Value Fund is successful with this proxy solicitation and any of our Nominees are elected to the Board, the Shamrock Activist Value Fund will seek reimbursement from the Company for any expenses or costs incurred or reimbursed by the Shamrock Activist Value Fund in connection with nominating the Nominees and soliciting proxies for their election, including the proxy solicitation fee paid to the MacKenzie Partners, Inc., but does not intend to submit the issue of reimbursement to a vote of security holders.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The Shamrock Activist Value Fund may be deemed to be a participant in this solicitation. As of the Record Date and April [ ], 2008, the approximate date on which this Proxy Statement and the GOLD proxy card are being mailed to stockholders, SAVF is the owner of 2,521,213 Shares, of which 1,000 Shares are held of record by SAVF and which represents approximately 9.1% percent of the Shares issued and outstanding on the Record Date. SAVF II is the owner of 1,041,863 Shares, which represents approximately 3.8% percent of the Shares issued and outstanding on the Record Date, and SAVF III is the owner of 149,679 Shares, which represents approximately 0.5% percent of the Shares issued and outstanding on the Record Date. All of the foregoing percentages are calculated based on the number of Shares the Company reported as being outstanding as of February 8, 2008, the date as of which the Company last publicly disclosed the number of Shares outstanding. None of the Nominees hold any Shares of record or beneficially through any nominee holder, and disclaim any direct or indirect beneficial ownership of any Shares held by the Shamrock Activist Value Fund.
Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (“Shamrock GP”) is the general partner of each of SAVF, SAVF II and SAVF III and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners”) is the managing member of Shamrock GP. The managing members of Shamrock Partners are Shamrock Holdings of California, Inc., a California corporation (“SHOC”) and Stanley P. Gold, an individual who is President of SHOC. All of the capital stock of SHOC is owned by SHI.
The Roy E. Disney Trust and the Patricia A. Disney Trust each own approximately 2.26% of the common stock of SHI. Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney own an aggregate of approximately 45.4% of the common stock of SHI. In addition, Mr. Gold is the sole trustee of four trusts established for the benefit of Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney, which hold an aggregate of approximately 50% of SHI common stock. Mr. Gold is also the trustee of the Patricia Disney Trust.
Because Shamrock GP and Shamrock Partners may directly or indirectly exercise control over the Shamrock Activist Value Fund, they may be deemed to beneficially own the Shares held by the Shamrock Activist Value Fund and, together with SCA , SHOC, SHI and Mr. Gold, also may be deemed to be participants in the solicitation of GOLD proxies for the Annual Meeting. The principal executive offices of Shamrock GP, Shamrock Partners, SCA, SHOC, SHI and Mr. Gold are located at 4444 Lakeside Drive, Burbank, California 91505.
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The Shamrock Activist Value Fund is primarily engaged in the business of investing in the securities of publicly traded small and micro-cap companies in the United States. The principal business of the Shamrock GP is acting as general partner of Shamrock Activist Value Fund and the principal business of Shamrock Partners is acting as the managing member of the General Partner. SHOC and SHI, together with their subsidiary entities, are holding companies engaged in the making, holding and disposing of investments in various industries, principally in the United States and Israel. SCA is a subsidiary of SHOC that provides management and consulting services to SHOC, the Shamrock Activist Value Fund, and other private investment funds organized by SCA.
For more information regarding (a) ownership of the Shares by the Shamrock Activist Value Fund and our Nominees and (b) purchases and sales of Shares during the past two years by the Shamrock Activist Value Fund, see Schedule I attached hereto.
No Nominee is involved in any material pending legal proceeding with respect to the Company. Except as set forth above or as otherwise set forth in this Proxy Statement, there is no other arrangement or understanding between any Nominee and any other person pursuant to which he was or is to be selected as a Nominee or director. None of our Nominees currently holds any position or office with the Company or has ever served previously as a director of the Company.
The Shamrock Activist Value Fund reserves the right to retain one or more financial advisors and proxy solicitors, who may be considered participants in a solicitation under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Except as set forth in this Proxy Statement, including Schedule I hereto:
| (i) | no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; |
| (ii) | no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; |
| (iii) | no participant in this solicitation has purchased or sold any securities of the Company during the past two years; |
| (iv) | no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; |
| (v) | no participant in this solicitation is, or within the past year was, a party to any contract, arrangement or understanding with any persons with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profits, divisions of losses or profits, or the giving or withholding of proxies; |
| (vi) | no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; |
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| (vii) | no participant in this solicitation owns beneficially, directly or indirectly, any securities of a parent or subsidiary of the Company; |
| (viii) | no participant in this solicitation or any of its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is a party, in which the amount involved exceeds $120,000; |
| (ix) | no participant in this solicitation or any of its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and |
| (x) | no person, including the participants in this solicitation, who is a party to an arrangement or understanding pursuant to which our Nominees are proposed to be elected, has a substantial interest, direct or indirect, by security holdings or otherwise, in any manner to be acted on at the Annual Meeting. |
For the purposes of the foregoing, the term “associate” shall have the meaning set forth in Rule 14a-1 of Regulation 14A promulgated under the Exchange Act and the term “participant” shall have meaning set forth in the Item 4 of Schedule 14A.
ADDITIONAL INFORMATION
The Shamrock Activist Value Fund has omitted from this proxy statement certain information regarding the Company that may be deemed to be required by applicable law and that are included in the Company’s Proxy Statement (the “Company Proxy”) for the Annual Meeting. This information includes, among other things:
| • | Information relating to the ownership of Company securities by certain beneficial owners (see the section entitled “Security Ownership of Certain Beneficial Owners, Directors, and Management” in the Company Proxy); |
| • | Information concerning the procedures for submitting stockholder proposals and director nominations and for consideration of stockholder proposals for inclusion in Coinstar’s proxy materials (see the section entitled “Additional Information” in the Company Proxy); |
| • | Information regarding the Company’s directors, including its nominees for election at the Annual Meeting (see Appendix I to the Company Proxy and the section entitled “Proposal 1: Election of Directors” in the Company Proxy) and its executive officers (see the section entitled “Executive Officers” in the Company Proxy); and |
| • | Information regarding the Company’s compensation policies and compensation paid or payable to Coinstar directors and executive officers (see the sections entitled “2007 Director Compensation Table”, “Equity Compensation Plan Information”, “Compensation Discussion and Analysis”, “Report of the Compensation Committee”, and “Named Executive Officer Compensation” in the Company Proxy). |
Stockholders should refer to the Company Proxy to review the Company’s disclosures with respect to these matters. Because the Shamrock Activist Value Fund did not prepare the Company Proxy or Coinstar’s other SEC filings and does not have first hand knowledge of, or any way to independently verify the accuracy or completeness of, the information contained therein, the Shamrock Activist Value Fund takes no responsibility for the accuracy or completeness of any such documents or filings.
13
THE COMPANY PROXY STATEMENT IN ORDER TO REVIEW THESE DISCLOSURES.
The Company is subject to the periodic reporting requirements of the Exchange Act and in accordance therewith is required to file reports, proxy statements and other information with the SEC Reports, registration statements, proxy statements and other information filed by the Company with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. Documents filed electronically by the Company are also available at the SEC’s Web site (http://www.sec.gov).
PLEASE VOTE FOR OUR NOMINEES BY SIGNING, DATING AND RETURNING A GOLD PROXY CARD TODAY!
Dated: April 16, 2008
| Shamrock Capital Advisors, Inc. | ||
| On Behalf of the Shamrock Activist Value Fund | ||
| /s/ Stanley P. Gold | ||
| By: | Stanley P. Gold | |
| Title: | President and Managing Director | |
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SCHEDULE I
| A. | Beneficial Ownership of Shares |
The following table sets forth information with respect to the beneficial ownership of the Shares by the Shamrock Activist Value Fund as of April 11, 2008, the Record Date for the Annual Meeting. The percentage of ownership information is based on 27,738,062 Shares outstanding as of February 8, 2008, as disclosed in the Company’s Quarterly Report on Form 10-K filed February 29, 2008. None of our Nominees hold any Shares of record or beneficially and disclaims any beneficial ownership of any Shares held by the Shamrock Activist Value Fund. The business address of all members of the Shamrock Activist Value Fund and each of its Nominees is 4444 Lakeside Drive, Burbank, CA 91505, except for the business address for Mr. Panettiere which is 196 Ft. Toulouse Road Suite C, Wetumpka, Alabama 96092.
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class | |||||
| Common Stock | Shamrock Activist Value Fund, L.P. | 2,521,213 | (2) | 9.1 | % | |||
| Common Stock | Shamrock Activist Value Fund II, L.P. | 1,041,863 | (3) | 3.8 | % | |||
| Common Stock | Shamrock Activist Value Fund III, L.P. | 149,679 | (4) | 0.5 | % | |||
| Common Stock | Shamrock Activist Value Fund GP, L.L.C. | 3,712,755 | (5) | 13.4 | % | |||
| Common Stock | Shamrock Partners Activist Value Fund, L.L.C. | 3,712,755 | (6) | 13.4 | % |
| (1) | SAVF, SAVF II and SAVF III have the same general partner, Shamrock GP. Accordingly, each of SAVF, SAVF II and SAVF III may be deemed for purposes of Section 16 of the Exchange Act, to beneficially own the Shares beneficially owned by the other. Each of SAVF, SAVF II and SAVF III disclaim beneficial ownership of the others’ Shares. |
| (2) | Includes: (a) 1,000 Shares held of record by SAVF and (b) 2,520,213 Shares held of record by Lehman Brothers as nominee for SAVF. |
| (3) | Includes: 1,041,863 Shares held of record by Lehman Brothers as nominee for SAVF II. |
| (4) | Includes: 149,679 Shares held of record by Lehman Brothers as nominee for SAVF III. |
| (5) | Includes: (a) 2,521,213 Shares beneficially owned by SAVF, (b) 1,041,863 Shares beneficially owned by SAVF II and (c) 149,679 Shares beneficially owned by SAVF III. Shamrock GP may be deemed to beneficially own the Shares beneficially owned by SAVF, SAVF II and SAVF III because it is the general partner of each of SAVF, SAVF II and SAVF III. |
| (6) | Includes: (a) 2,521,213 Shares beneficially owned by SAVF, (b) 1,041,863 Shares beneficially owned by SAVF II and (c) 149,679 Shares beneficially owned by SAVF III. Shamrock Partners may be deemed to beneficially own the Shares beneficially owned by SAVF, SAVF II and SAVF III because it is the managing member of Shamrock GP. |
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| B. | Transactions in Shares During the Past Two Years |
Set forth below are the dates on which Shares were purchased by each of the participants or any of their respective affiliates or associates and the amount purchased on such date within the past two years. None of the participants nor any of their respective affiliates and associates have sold any Shares within the last two years. All of the following purchases were made in the open market on NASDAQ. Except as set forth below, none of the Nominees have effected any transactions in the Shares during the past two years.
Shamrock Activist Value Fund, L.P. | Shamrock Activist Value Fund II, L.P. | Shamrock Activist Value Fund III, L.P. | ||||||||||||||||||||
Date | No. of Shares | Date | No. of Shares | Date | No. of Shares | |||||||||||||||||
11/17/06 | 765,370 | 11/17/06 | 712,118 | 11/17/06 | 127,477 | |||||||||||||||||
01/12/07 | 16,449 | 01/12/07 | 3,013 | 01/12/07 | 538 | |||||||||||||||||
01/16/07 | 16,449 | 01/16/07 | 3,013 | 01/16/07 | 538 | |||||||||||||||||
01/17/07 | 16,446 | 01/17/07 | 3,016 | 01/17/07 | 538 | |||||||||||||||||
01/18/07 | 16,446 | 01/18/07 | 3,016 | 01/18/07 | 538 | |||||||||||||||||
01/19/07 | 7,071 | 01/19/07 | 1,297 | 01/19/07 | 232 | |||||||||||||||||
01/22/07 | 9,374 | 01/22/07 | 1,718 | 01/22/07 | 308 | |||||||||||||||||
01/23/07 | 9,128 | 01/23/07 | 1,673 | 01/23/07 | 299 | |||||||||||||||||
01/24/07 | 5,920 | 01/24/07 | 1,086 | 01/24/07 | 194 | |||||||||||||||||
01/25/07 | 12,331 | 01/25/07 | 2,265 | 01/25/07 | 404 | |||||||||||||||||
01/26/07 | 8,220 | 01/26/07 | 1,510 | 01/26/07 | 270 | |||||||||||||||||
01/29/07 | 12,330 | 01/29/07 | 2,265 | 01/29/07 | 405 | |||||||||||||||||
01/30/07 | 12,330 | 01/30/07 | 2,265 | 01/30/07 | 405 | |||||||||||||||||
01/31/07 | 12,326 | 01/31/07 | 2,269 | 01/31/07 | 405 | |||||||||||||||||
02/01/07 | 8,465 | 02/01/07 | 1,558 | 02/01/07 | 277 | |||||||||||||||||
02/02/07 | 12,326 | 02/02/07 | 2,269 | 02/02/07 | 405 | |||||||||||||||||
02/05/07 | 12,326 | 02/05/07 | 2,269 | 02/05/07 | 405 | |||||||||||||||||
02/06/07 | 12,327 | 02/06/07 | 2,269 | 02/06/07 | 404 | |||||||||||||||||
02/07/07 | 12,326 | 02/07/07 | 2,269 | 02/07/07 | 405 | |||||||||||||||||
02/08/07 | 12,326 | 02/08/07 | 2,269 | 02/08/07 | 405 | |||||||||||||||||
02/09/07 | 4,930 | 02/09/07 | 908 | 02/09/07 | 162 | |||||||||||||||||
02/12/07 | 12,326 | 02/12/07 | 2,269 | 02/12/07 | 405 | |||||||||||||||||
02/13/07 | 12,326 | 02/13/07 | 2,269 | 02/13/07 | 405 | |||||||||||||||||
02/14/07 | 12,321 | 02/14/07 | 2,273 | 02/14/07 | 406 | |||||||||||||||||
02/15/07 | 11,663 | 02/15/07 | 2,152 | 02/15/07 | 385 | |||||||||||||||||
02/16/07 | 7,722 | 02/16/07 | 1,424 | 02/16/07 | 254 | |||||||||||||||||
02/20/07 | 4,108 | 02/20/07 | 757 | 02/20/07 | 135 | |||||||||||||||||
02/21/07 | 8,049 | 02/21/07 | 1,485 | 02/21/07 | 266 | |||||||||||||||||
02/22/07 | 12,321 | 02/22/07 | 2,272 | 02/22/07 | 407 | |||||||||||||||||
02/23/07 | 6,079 | 02/23/07 | 1,121 | 02/23/07 | 200 | |||||||||||||||||
02/26/07 | 10,104 | 02/26/07 | 1,863 | 02/26/07 | 333 | |||||||||||||||||
02/27/07 | 16,428 | 02/27/07 | 3,030 | 02/27/07 | 542 | |||||||||||||||||
03/01/07 | 2,383 | 03/01/07 | 439 | 03/01/07 | 78 | |||||||||||||||||
03/02/07 | 12,318 | 03/02/07 | 2,275 | 03/02/07 | 407 | |||||||||||||||||
03/05/07 | 4,107 | 03/05/07 | 758 | 03/05/07 | 135 | |||||||||||||||||
03/06/07 | 1,643 | 03/06/07 | 303 | 03/06/07 | 54 | |||||||||||||||||
03/07/07 | 4,107 | 03/07/07 | 758 | 03/07/07 | 135 | |||||||||||||||||
03/08/07 | 4,107 | 03/08/07 | 758 | 03/08/07 | 135 | |||||||||||||||||
03/09/07 | 2,956 | 03/09/07 | 546 | 03/09/07 | 98 | |||||||||||||||||
03/13/07 | 4,107 | 03/13/07 | 758 | 03/13/07 | 135 | |||||||||||||||||
03/14/07 | 4,107 | 03/14/07 | 758 | 03/14/07 | 135 | |||||||||||||||||
03/15/07 | 4,107 | 03/15/07 | 758 | 03/15/07 | 135 | |||||||||||||||||
03/16/07 | 4,107 | 03/16/07 | 758 | 03/16/07 | 135 | |||||||||||||||||
03/19/07 | 4,107 | 03/19/07 | 758 | 03/19/07 | 135 | |||||||||||||||||
03/20/07 | 4,107 | 03/20/07 | 758 | 03/20/07 | 135 | |||||||||||||||||
03/21/07 | 3,449 | 03/21/07 | 637 | 03/21/07 | 114 | |||||||||||||||||
03/22/07 | 4,107 | 03/22/07 | 758 | 03/22/07 | 135 | |||||||||||||||||
03/23/07 | 4,107 | 03/23/07 | 758 | 03/23/07 | 135 | |||||||||||||||||
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03/26/07 | 2,136 | 03/26/07 | 394 | 03/26/07 | 70 | |||||||||||||||||
03/27/07 | 3,449 | 03/27/07 | 637 | 03/27/07 | 114 | |||||||||||||||||
03/29/07 | 3,037 | 03/29/07 | 562 | 03/29/07 | 101 | |||||||||||||||||
03/31/07 | 4,106 | 03/31/07 | 759 | 03/31/07 | 135 | |||||||||||||||||
04/02/07 | 4,106 | 04/02/07 | 759 | 04/02/07 | 135 | |||||||||||||||||
04/03/07 | 4,106 | 04/03/07 | 759 | 04/03/07 | 135 | |||||||||||||||||
04/04/07 | 4,118 | 04/04/07 | 750 | 04/04/07 | 132 | |||||||||||||||||
04/05/07 | 2,469 | 04/05/07 | 451 | 04/05/07 | 80 | |||||||||||||||||
04/10/07 | 4,118 | 04/10/07 | 750 | 04/10/07 | 132 | |||||||||||||||||
04/11/07 | 739 | 04/11/07 | 137 | 04/11/07 | 24 | |||||||||||||||||
04/12/07 | 2,706 | 04/12/07 | 505 | 04/12/07 | 89 | |||||||||||||||||
04/13/07 | 2,379 | 04/13/07 | 443 | 04/13/07 | 78 | |||||||||||||||||
04/16/07 | 2,623 | 04/16/07 | 490 | 04/16/07 | 87 | |||||||||||||||||
04/17/07 | 4,102 | 04/17/07 | 764 | 04/17/07 | 134 | |||||||||||||||||
04/18/07 | 4,065 | 04/18/07 | 802 | 04/18/07 | 133 | |||||||||||||||||
04/20/07 | 1,640 | 04/20/07 | 306 | 04/20/07 | 54 | |||||||||||||||||
04/23/07 | 575 | 04/23/07 | 107 | 04/23/07 | 18 | |||||||||||||||||
04/25/07 | 4,102 | 04/25/07 | 764 | 04/25/07 | 134 | |||||||||||||||||
04/26/07 | 3,346 | 04/26/07 | 624 | 04/26/07 | 110 | |||||||||||||||||
04/27/07 | 4,102 | 04/27/07 | 764 | 04/27/07 | 134 | |||||||||||||||||
04/30/07 | 4,102 | 04/30/07 | 764 | 04/30/07 | 134 | |||||||||||||||||
05/01/07 | 4,102 | 05/01/07 | 764 | 05/01/07 | 134 | |||||||||||||||||
05/02/07 | 901 | 05/02/07 | 169 | 05/02/07 | 30 | |||||||||||||||||
05/03/07 | 4,101 | 05/03/07 | 765 | 05/03/07 | 134 | |||||||||||||||||
05/07/07 | 4,101 | 05/07/07 | 765 | 05/07/07 | 134 | |||||||||||||||||
05/08/07 | 4,101 | 05/08/07 | 765 | 05/08/07 | 134 | |||||||||||||||||
05/09/07 | 9,000 | 05/11/07 | 738 | 05/11/07 | 129 | |||||||||||||||||
05/10/07 | 9,000 | 05/14/07 | 738 | 05/14/07 | 129 | |||||||||||||||||
05/11/07 | 4,133 | 05/15/07 | 738 | 05/15/07 | 129 | |||||||||||||||||
05/14/07 | 4,133 | 05/16/07 | 743 | 05/16/07 | 130 | |||||||||||||||||
05/15/07 | 4,133 | 05/17/07 | 743 | 05/17/07 | 130 | |||||||||||||||||
05/16/07 | 4,127 | 05/18/07 | 743 | 05/18/07 | 130 | |||||||||||||||||
05/17/07 | 4,127 | 05/21/07 | 743 | 05/21/07 | 130 | |||||||||||||||||
05/18/07 | 4,127 | 05/22/07 | 743 | 05/22/07 | 130 | |||||||||||||||||
05/21/07 | 4,127 | 05/23/07 | 759 | 05/23/07 | 133 | |||||||||||||||||
05/22/07 | 4,127 | 05/24/07 | 758 | 05/24/07 | 133 | |||||||||||||||||
05/23/07 | 4,108 | 05/25/07 | 758 | 05/25/07 | 133 | |||||||||||||||||
05/24/07 | 4,109 | 05/29/07 | 758 | 05/29/07 | 133 | |||||||||||||||||
05/25/07 | 4,109 | 05/30/07 | 758 | 05/30/07 | 133 | |||||||||||||||||
05/29/07 | 4,109 | 05/31/07 | 758 | 05/31/07 | 133 | |||||||||||||||||
05/30/07 | 4,109 | 06/01/07 | 758 | 06/01/07 | 133 | |||||||||||||||||
05/31/07 | 4,109 | 06/04/07 | 213 | 06/04/07 | 37 | |||||||||||||||||
06/01/07 | 4,109 | 06/05/07 | 758 | 06/05/07 | 133 | |||||||||||||||||
06/04/07 | 1,150 | 06/06/07 | 758 | 06/06/07 | 133 | |||||||||||||||||
06/05/07 | 4,109 | 06/07/07 | 758 | 06/07/07 | 133 | |||||||||||||||||
06/06/07 | 4,109 | 06/08/07 | 501 | 06/08/07 | 89 | |||||||||||||||||
06/07/07 | 4,109 | 06/11/07 | 758 | 06/11/07 | 133 | |||||||||||||||||
06/08/07 | 2,710 | 06/12/07 | 758 | 06/12/07 | 133 | |||||||||||||||||
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06/11/07 | 4,109 | 06/13/07 | 756 | 06/13/07 | 134 | |||||||||||||||||
06/12/07 | 4,109 | 06/14/07 | 757 | 06/14/07 | 134 | |||||||||||||||||
06/13/07 | 4,110 | 06/15/07 | 485 | 06/15/07 | 86 | |||||||||||||||||
06/14/07 | 4,109 | 06/19/07 | 76 | 06/19/07 | 14 | |||||||||||||||||
06/15/07 | 2,629 | 06/21/07 | 681 | 06/21/07 | 121 | |||||||||||||||||
06/19/07 | 410 | 06/22/07 | 756 | 06/22/07 | 134 | |||||||||||||||||
06/21/07 | 3,698 | 06/25/07 | 756 | 06/25/07 | 134 | |||||||||||||||||
06/22/07 | 4,110 | 06/26/07 | 756 | 06/26/07 | 134 | |||||||||||||||||
06/25/07 | 4,110 | 06/27/07 | 756 | 06/27/07 | 134 | |||||||||||||||||
06/26/07 | 4,110 | 06/28/07 | 759 | 06/28/07 | 133 | |||||||||||||||||
06/27/07 | 4,110 | 06/29/07 | 759 | 06/29/07 | 133 | |||||||||||||||||
06/28/07 | 4,108 | 07/02/07 | 728 | 07/02/07 | 128 | |||||||||||||||||
06/29/07 | 4,108 | 07/03/07 | 151 | 07/03/07 | 26 | |||||||||||||||||
07/02/07 | 3,944 | 07/09/07 | 97 | 07/09/07 | 17 | |||||||||||||||||
07/03/07 | 823 | 07/10/07 | 14 | 07/10/07 | 2 | |||||||||||||||||
07/09/07 | 526 | 07/26/07 | 786 | 07/26/07 | 138 | |||||||||||||||||
07/10/07 | 75 | 07/27/07 | 786 | 07/27/07 | 138 | |||||||||||||||||
07/26/07 | 4,076 | 07/31/07 | 786 | 07/31/07 | 138 | |||||||||||||||||
07/27/07 | 4,076 | 08/01/07 | 723 | 08/01/07 | 127 | |||||||||||||||||
07/31/07 | 4,076 | 08/02/07 | 786 | 08/02/07 | 138 | |||||||||||||||||
08/01/07 | 3,750 | 08/03/07 | 786 | 08/03/07 | 138 | |||||||||||||||||
08/02/07 | 4,076 | 08/06/07 | 786 | 08/06/07 | 138 | |||||||||||||||||
08/03/07 | 4,076 | 08/07/07 | 786 | 08/07/07 | 138 | |||||||||||||||||
08/06/07 | 4,076 | 08/13/07 | 47 | 08/13/07 | 1 | |||||||||||||||||
08/07/07 | 4,076 | 08/15/07 | 809 | 08/15/07 | 3 | |||||||||||||||||
08/13/07 | 237 | 08/16/07 | 502 | 08/16/07 | 2 | |||||||||||||||||
08/15/07 | 4,188 | 08/21/07 | 323 | 08/21/07 | 1 | |||||||||||||||||
08/16/07 | 2,596 | 08/22/07 | 16 | 08/23/07 | 1 | |||||||||||||||||
08/21/07 | 1,676 | 08/23/07 | 323 | 08/27/07 | 1 | |||||||||||||||||
08/22/07 | 84 | 08/24/07 | 67 | 08/28/07 | 1 | |||||||||||||||||
08/23/07 | 1,676 | 08/27/07 | 162 | 09/07/07 | 1 | |||||||||||||||||
08/24/07 | 351 | 08/28/07 | 323 | 09/10/07 | 1 | |||||||||||||||||
08/27/07 | 837 | 08/29/07 | 16 | 09/12/07 | 1 | |||||||||||||||||
08/28/07 | 1,676 | 09/06/07 | 161 | 09/13/07 | 1 | |||||||||||||||||
08/29/07 | 84 | 09/07/07 | 323 | 09/14/07 | 1 | |||||||||||||||||
09/06/07 | 839 | 09/10/07 | 323 | 09/17/07 | 1 | |||||||||||||||||
09/07/07 | 1,676 | 09/11/07 | 113 | 09/18/07 | 1 | |||||||||||||||||
09/10/07 | 1,676 | 09/12/07 | 323 | 09/25/07 | 5 | |||||||||||||||||
09/11/07 | 587 | 09/13/07 | 323 | 09/28/07 | 2 | |||||||||||||||||
09/12/07 | 1,676 | 09/14/07 | 210 | 10/01/07 | 1 | |||||||||||||||||
09/13/07 | 1,676 | 09/17/07 | 323 | 11/02/07 | 25 | |||||||||||||||||
09/14/07 | 1,089 | 09/18/07 | 275 | 11/05/07 | 20 | |||||||||||||||||
09/17/07 | 1,676 | 09/19/07 | 16 | 11/06/07 | 20 | |||||||||||||||||
09/18/07 | 1,424 | 09/25/07 | 1,552 | 11/07/07 | 20 | |||||||||||||||||
09/19/07 | 84 | 09/28/07 | 679 | 11/08/07 | 20 | |||||||||||||||||
09/25/07 | 8,043 | 10/01/07 | 420 | 11/09/07 | 40 | |||||||||||||||||
09/28/07 | 3,519 | 11/02/07 | 8,082 | 12/17/07 | 10 | |||||||||||||||||
10/01/07 | 2,179 | 11/05/07 | 6,466 | 12/18/07 | 2 | |||||||||||||||||
18
11/02/07 | 41,893 | 11/06/07 | 6,466 | 2/19/07 | 15 | |||||||||||||||||
11/05/07 | 33,514 | 11/07/07 | 6,466 | 12/27/07 | 15 | |||||||||||||||||
11/06/07 | 33,514 | 11/08/07 | 6,466 | 12/28/07 | 15 | |||||||||||||||||
11/07/07 | 33,514 | 11/09/07 | 12,931 | 01/03/08 | 25 | |||||||||||||||||
11/08/07 | 33,514 | 12/17/07 | 3,233 | 01/04/08 | 25 | |||||||||||||||||
11/09/07 | 67,029 | 12/18/07 | 8,082 | 01/07/08 | 25 | |||||||||||||||||
12/17/07 | 16,757 | 12/19/07 | 4,849 | 01/11/08 | 25 | |||||||||||||||||
12/18/07 | 41,893 | 12/27/07 | 4,849 | 01/14/08 | 25 | |||||||||||||||||
12/19/07 | 25,136 | 12/28/07 | 4,849 | 01/18/08 | 20 | |||||||||||||||||
12/27/07 | 25,136 | 01/03/08 | 8,082 | 01/22/08 | 20 | |||||||||||||||||
12/28/07 | 25,136 | 01/04/08 | 8,082 | 01/28/08 | 25 | |||||||||||||||||
01/03/08 | 41,893 | 01/07/08 | 8,082 | 01/29/08 | 20 | |||||||||||||||||
01/04/08 | 41,893 | 01/11/08 | 8,082 | 02/05/08 | 25 | |||||||||||||||||
01/07/08 | 41,893 | 01/14/08 | 8,082 | 02/06/08 | 25 | |||||||||||||||||
01/11/08 | 41,893 | 01/18/08 | 6,466 | 02/21/08 | 20 | |||||||||||||||||
01/14/08 | 41,893 | 01/22/08 | 6,466 | 02/22/08 | 50 | |||||||||||||||||
01/18/08 | 33,514 | 01/28/08 | 8,082 | 02/27/08 | 25 | |||||||||||||||||
01/22/08 | 33,514 | 01/29/08 | 6,301 | 02/28/08 | 25 | |||||||||||||||||
01/28/08 | 41,893 | 02/05/08 | 8,082 | 02/29/08 | 16 | |||||||||||||||||
01/29/08 | 32,655 | 02/06/08 | 8,082 | |||||||||||||||||||
02/05/08 | 41,893 | 02/21/08 | 6,466 | |||||||||||||||||||
02/06/08 | 41,893 | 02/22/08 | 16,164 | |||||||||||||||||||
02/21/08 | 33,514 | 02/27/08 | 8,082 | |||||||||||||||||||
02/22/08 | 83,786 | 02/28/08 | 8,082 | |||||||||||||||||||
02/27/08 | 41,893 | 02/29/08 | 5,253 | |||||||||||||||||||
02/28/08 | 41,893 | |||||||||||||||||||||
02/29/08 | 27,231 | |||||||||||||||||||||
19
PRELIMINARY COPY
COINSTAR, INC.
2008 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE
SHAMROCK ACTIVIST VALUE FUND
PROXY
The undersigned hereby appoints Eugene I. Krieger and Stanley P. Gold, and each of them, (acting alone or together) as its agents and proxies, with full power of substitution, to vote all shares of common stock of Coinstar, Inc. (the “Company”) which the undersigned would be entitled to vote if personally present at the 2008 Annual Meeting of Stockholders of the Company scheduled to be held at 1800 114th Avenue S.E., Bellevue, Washington 98004, on June 4, 2008 at 10:00 a.m. (Pacific Standard time), including any adjournments, postponements, or other meeting which may be called in lieu thereof (the “Annual Meeting”).
The solicitation is being made on behalf of Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), and Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”).
The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse side of this proxy card and in the discretion of the herein named proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to the Shamrock Activist Value Fund a reasonable time before this solicitation.
IF YOU EXECUTE, DATE, AND RETURN THIS PROXY WITHOUT PROVIDING ANY DIRECTION ON THE REVERSE SIDE AS TO HOW THIS PROXY SHOULD BE VOTED (I.E., WITH RESPECT TO THE ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY), THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE SHAMROCK ACTIVIST VALUE FUND IN ITS SOLE DISCRETION.
This proxy will be valid until the sooner of one year from the date indicated on the reverse side hereof or the completion of the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE HEREOF
PRELIMINARY COPY
x PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE
PROPOSAL 1: The Shamrock Activist Value Fund has nominated Eugene I. Krieger, John M. Panettiere, and Arik Ahitov (the “Nominees”) as nominees for election to the Board of Directors of the Company (the “Board”) for a three-year term expiring at the 2011 annual meeting of stockholders of the Company.
NOMINEES: - Eugene I. Krieger - John M. Panettiere - Arik Ahitov | FOR ALL NOMINEES ¨ | WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES ¨ | FOR ALL NOMINEES EXCEPT THOSE NOMINEES WRITTEN BELOW ¨ | |||
| ||||||
|
The Shamrock Activist Value Fund intends to use this proxy to vote FOR Messrs. Krieger, Panettiere, and Ahitov. The Shamrock Activist Value Fund is NOT seeking authority to vote with respect to any of the individuals nominated by the Company (the “Management Nominees”) and WILL NOT exercise any such authority. You should refer to the Company Proxy Statement and form of proxy distributed by the Company for the names, backgrounds, qualifications and other information concerning the Management’s Nominees.
NOTE: If you do not wish for your shares to be voted “FOR” a particular Nominee, mark the “FOR ALL NOMINEES EXCEPT THOSE NOMINEES WRITTEN BELOW” box and write the name(s) of the Nominee(s) you do not support on the line below such box. Your shares will be voted for the remaining Nominee(s).
THE SHAMROCK ACTIVIST VALUE FUND URGES YOU TO VOTE “FOR”
THE ELECTION OF ITS NOMINEES, EUGENE I. KRIEGER, JOHN M. PANETTIERE,
AND ARIK AHITOV, TO THE BOARD OF DIRECTORS
OF THE COMPANY.
29
PROPOSAL 2: To ratify the appointment of KMPG LLP as independent auditors of the Company:
| FOR ¨ | AGAINST ¨ | ABSTAIN ¨ |
The Shamrock Activist Value Fund intends to use this proxy to vote in favor of ratifying KPMG LLP as independent auditors.
| Dated: |
| |
| (Signature) | ||
| ||
| (Signature, if held jointly) | ||
| ||
| (Title, if any) | ||
IF SHARES ARE HELD JOINTLY, ALL OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS THE NAME APPEARS ON THIS PROXY.
30
