
HOUSTON (May 19, 2004) — Boots & Coots International
Well Control, Inc. (Amex: WEL), reported today that a quorum
of shareholders necessary to the conduct of business at the annual
meeting of shareholders was present by proxy with respect to
the election of two Class I directors of the Company but that,
due to recent changes to Amex rules relating to discretionary
voting by member organizations, a quorum was not present with
respect to two proposals on this year’s ballot – the
Company’s proposed 2004 Long-Term Incentive Plan and a
proposed amendment to increase the shares available for issuance
under the Company’s Non-employee Director Stock Option
Plan. Accordingly, after a vote on the election of directors
was concluded, the meeting was adjourned until 3:00 p.m. on June
8, 2004, to allow additional time for shareholders to complete
and return proxy cards voting on these proposals. The meeting
will reconvene at the Company’s offices at 11615 N. Houston
Rosslyn, Houston, Texas 77086 for the purpose of voting on these
proposals.
Recent changes to Section 723 of the Amex Company Guide and
Exchange Rule 577 deny, among other things, discretionary authority
of member organizations holding shares in “street name” to
vote those shares on proposals relating to equity compensation
plans in the absence of instructions from the beneficial owner.
Similar rule changes have been enacted by other national securities
exchanges. Collectively, these changes enhance the voting power
of individual shareholders with respect to important corporate
matters and increase the importance of reviewing proxy materials
and completing and returning proxy cards.
The results of the vote on the election of directors was as
follows:
| |
FOR |
WITHHELD |
ABSTAINING |
| W. Richard Anderson |
23,207,005 |
1,651,969 |
-- |
| Robert Stevens Herlin |
23,193,388 |
1,665,586 |
-- |
Each of the directors was elected by the holders of more than
a plurality of the shares present, in person or by proxy, at
the annual meeting.
Company shareholders who have not yet voted are encouraged
to vote by completing and returning a proxy card in accordance
with the instructions included in their proxy materials, or
by attending the annual meeting in person on June 8, 2004.
The Company intends to send reminder notices and a proxy form
to shareholders that have not yet voted on these proposals
so that their vote can be counted at the adjourned meeting.
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About Boots & Coots
Boots & Coots International Well Control, Inc., Houston,
Texas, provides a suite of integrated oilfield services centered
on the prevention, emergency response and restoration of blowouts
and well fires around the world. Boots & Coots' proprietary
risk management program, WELLSURE®, combines traditional
well control insurance with post-event response as well as
preventative services, giving oil and gas operators and insurance
underwriters a medium for effective management of well control
insurance policies. The Company's SafeGuard program, developed
for regional producers and operators sponsored by Boots & Coots,
provides dedicated emergency response services, risk assessment
and contingency planning, and continuous training and education
in all aspects of critical well management. For more information,
visit the Company's web site at http://www.bootsandcoots.com
.
Certain statements included in this
news release are intended as "forward- looking statements" under
the Private Securities Litigation Reform Act of 1995. Boots & Coots
cautions that actual future results may vary materially from
those expressed or implied in any forward-looking statements.
More information about the risks and uncertainties relating
to these forward- looking statements are found in Boots & Coots'
SEC filings, which are available free of charge on the SEC's
web site at http://www.sec.gov.
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