The unusual affair, run by company President Kenneth D. Trbovich, resembled a board meeting more than a shareholders meeting. It consisted of about 15 people, gathered around a long conference table, in the Avant Building offices of Jaeckle Fleischmann & Mugel LLP, the Elma company's attorneys.
There were no fireworks, as had been expected, as Trbovich's elder brother, Nicholas Trbovich Jr., the former company president, was not re-elected to the board after 23 years. He had been fired last fall and said he does not know why.
Nicholas Trbovich Jr., who had been a director, attended the meeting but said nothing. His younger brother did not make any formal management presentation and did not open the meeting up for any questions, thereby cutting off potential discussion but breaking with traditional practice for public companies. A burly security guard was present, in a suit.
“There wasn't any question-and-answer because there wasn't any need for it,” said Edward C. Cosgrove, the company's newest director and former Erie County district attorney, who is also the Trbovich family's longtime attorney. Kenneth Trbovich referred all questions to Cosgrove. “There wasn't any necessity for it, and there wasn't any request for it.”
The brothers' father, company founder, Chairman and CEO Nicholas Trbovich Sr., did not attend the meeting, and no reason was given by either brother for his absence. “I haven't spoken to my father in a long time,” Nicholas Trbovich Jr. said in an interview afterward. “I don't know why he's not here.”
Trbovich Jr., who had been the company's No. 2 executive and was president of its Ontario Knife Co. consumer products subsidiary in Franklinville, was abruptly and unceremoniously dumped last September, after 36 years with the company, including 10 as its primary product developer. Cosgrove said the company and its CEO felt Servotronics “had to move in a different direction, particularly in regards to the consumer products company.”
“The Trbovich family is moving forward, as is the company,” he said.
But Trbovich and his attorney, Randolph C. Oppenheimer of Damon Morey LLP, said they still don't know what really happened, and their requests to meet with the company have been met with silence.
“We're trying to figure that out and it hasn't been information that they've decided to share with us in any meaningful way,” Oppenheimer said. “They have not given us any specifics on anything that relate to what we characterize as an improper action, which we have been hoping they would revisit and undo.”
Nicholas Trbovich Jr. still owns 3 percent of the company's outstanding stock, or about 87,000 shares. “It's a great company. It can still be a great company,” he said.
During the meeting, shareholders elected five directors – including the elder Trbovich and Ken Trbovich, as well as Cosgrove. They also approved the company's executive compensation, which will be subject to review every three years.
Servotronics meeting is subdued
Servotronics meeting is subdued
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