Proxy FAQ

You may have noticed the announcement in May 2009 that WM Owners, Inc. is now an owner of a WorldMark account. Among other benefits, this means that WM Owners, Inc. can now be a proxy agent. While the WorldMark, The Club governing documents do not specify that a proxy agent must be a WorldMark owner, the WorldMark Board has in the past said that owners can assign a proxy to any other owner. We have chosen at this time to “go with the flow” and not make an issue of this point.

Some are asking why WM Owners, Inc. is choosing to solicit proxies., That’s a good question. Over the past few years several candidates, as individuals, have chosen to act as proxy agents and they openly solicited proxies. We have chosen to solicit proxies as a corporation for several reasons:

    1) The proxies can be voted for any worthy issue or candidate in the event the candidate originally chosen becomes unable to serve. Votes cast for an unavailable candidate go uncounted;
    2) If, for any reason, the proxy agent cannot be at the annual owner meeting to vote the proxies, those ballots also go uncounted. Proxies assigned to WM Owners, Inc. are cast by an authorized agent as identified to WorldMark, the Club. If one agent is unable to attend the annual meeting, a different agent can be assigned. We do not put “all of our eggs in one basket”.
    3) Similar to item 2, several of WMO’s potential authorized agents live within a reasonable driving distance to Redmond and are more certain to attend the meeting than a proxy agent who lives outside the area;
    4) Instead of a single person directing the proxy vote, several people will make the decision after thorough research and discussion. This eliminates the risk that a single individual will misuse the power of the collected proxies to promote his or her personal interests rather than the interests of WorldMark owners as a whole.
    5)This effort is supported by former candidates Philip Abdouch and Jim Pappas, as well as past and current candidate Marci Tribe.

WM Owners, Inc. is incorporated in the state of Utah. This is due in large part to the fact that the owner who was a driving force for incorporation is a Utah resident. He has since become less involved with WM Owners, Inc. due to family and career considerations. WM Owners, Inc. found itself in need of another Utah resident to act as Registered Agent. Marci Tribe, as a Utah resident, agreed to a request by WM Owners, Inc. to serve as the Registered Agent and has been serving in this capacity for over three years, long before she even considered becoming a candidate for the WorldMark, The Club Board of Directors. A Registered Agent is simply someone with a mailing address in the state where the corporation is registered that can receive mail on behalf of the corporation if none of the members of the Board of Directors can be reached.

WM Owners, Inc. has a 5-member Board of Directors. These directors are:

    Matthew Shiner – President
    Colleen Cohen-Simpson – Secretary
    Crystal Pokorny – Treasurer
    Rich Mabry
    Mike Tribe

Last year, when Marci decided to run for the WorldMark Board of Directors, WM Owners, Inc. decided to endorse her. This endorsement continues this year as well. Mike Tribe’s election to the WM Owners, Inc. Board of Directors occurred several months after this endorsement and in fact well after the 2008 election results were announced. Additionally, Mike will recuse himself from participating in the decision on casting of the proxies for any Board of Director candidate as long as Marci is a candidate.

There are no “owners” of the corporation. WM Owners, Inc. is a non-profit corporation, has no employees, and pays no one for any of the work done on behalf of the corporation.

While it will seem obvious to many that the candidate for this year has been chosen, we do not wish to set the precedent of declaring our votes in advance of the election. You can be assured, however, that any proxy assigned to WM Owners, Inc. will always be voted for candidates and issues that hold the interests of you, the owners, as paramount.

Why do we recommend proxies instead of a direct vote? If you cast your ballot in advance of the annual owner meeting and that candidate, for whatever reason becomes unavailable to serve on the Board of Directors, your vote is wasted. WM Owners, Inc. is soliciting proxies in order to continue and increase its efforts for Owner Advocacy. Owner votes cast as a block sends a more obvious message regarding owner opinions on issues. It does not matter who the candidate is from year to year; WM Owners offers those who are concerned about owner representation the opportunity to pledge their vote for our general principles without having to do the detailed research every year. That is EXACTLY why proxies exist — so that those who can’t or don’t want to get closely involved can turn their votes over to someone they trust to make that decision for them.


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