Forum for Shareholders of Crowley Maritime Corporation

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Resolution of Shareholder Interests

In March 2007, the controlling shareholder of Crowley Maritime offered $2,990 per share to buy out public investors, a price equal to 258% of the last traded price of shares when the Forum started in April 2004.

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Request for Board Views of Issues Presented for Shareholder Voting

(May 7, 2004)

A letter addressed to each member of Crowley Maritime's board of directors, the text of which is copied below, was transmitted to the company on May 7, 2004.  Since the Forum had been initiated shortly before the company's scheduled annual meeting, the first issues addressed relate to matters presented in the company's April 19, 2004 proxy statement for voting.

The directors are asked to explain why they believe shareholders should vote for management's proposed compensation plan and for the reelection of incumbent board members.  Reference is made to concerns raised by Glass Lewis & Co., a proxy advisory firm for institutional investors, in an April 29, 2004 report recommending that its clients vote against the compensation plan and half the director candidates.



Lutin & Company
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
                                                            May 7, 2004


By telecopier: 510-251-7601


Mr. Philip E. Bowles;

Ms. Molly M. Crowley;

Mr. Thomas B. Crowley, Jr.;

Mr. Gary L. Depolo;

Mr. Earl T. Kivett;

Mr. William A. Pennella;

Mr. Leland S. Prussia; and

Mr. Cameron W. Wolfe, Jr.

c/o Crowley Maritime Corporation

155 Grand Avenue

Oakland, California 94612


To the members of the board of directors:


            Understanding that you were to be reviewing the shareholder “Forum” described in my April 26th letter to Mr. Crowley, I will welcome your suggestions to make it as useful as possible to the board.


            The first issues to be addressed by the Forum will necessarily be those requiring immediate attention in relation to voting decisions at the May 20th annual meeting.  Shareholders should understand why you think the proposed “2004 Management Incentive Plan” will benefit them, and why you think they can rely on your director candidates – each of you – to serve as fiduciaries for their interests.  Specifically, they may appreciate your responses to the concerns raised by the proxy advisor Glass Lewis & Co., which recommended voting against the Incentive Plan and four of your eight director candidates.  Any explanations, either from the board or from individual directors, will be welcomed.


            Although there is very little time before this year’s annual meeting, I hope you will be able to present your views in public statements or SEC filings for shareholders to consider before they vote.  Your responses will of course be promptly distributed to Forum participants and posted on the program’s web site (


                                                            Sincerely yours,




                                                            Gary Lutin




The Forum is open to all Crowley shareholders, whether institutional or individual, and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, as described in the Forum Summary.

There is no charge for participation.  As stated in the Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

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All material on this web site is published by Gary Lutin, who is responsible for conducting the Forum.