It’s not often that you see a company soliciting consents to remove one of its sitting directors.  However, that is what PICO Holdings, Inc. sought to do in this consent solicitation statement filed with the SEC on October 31, 2016.  According to PICO’s Form 8-K , John R. Hart’s employment as president and chief executive officer of the company “was terminated” effective as of October 12, 2016.  The Form 8-K states that Mr. Hart would receive severance benefits in accordance with his employment agreement with the company.  Evidently, that employment agreement did not require him to resign as a director in order to receive those benefits.  Eight days, later, PICO filed a preliminary consent solicitation statement with the SEC.  In the definitive statement, PICO does not argue that Mr. Hart was unfit or unqualified for office.  In fact, less than six months before, PICO stated “Mr. Hart also brings the knowledge of the operations of the Company to our Board of Directors, which provides invaluable insight to our Board of Directors as it reviews the Company’s strategic and financial plans leading to our conclusion that he should serve on our Board of Directors.”  The only reason given by PICO for seeking Mr. Hart’s removal was his refusal to resign.  We won’t know whether this sufficed as on November 1, 2016, the Company disclosed that Mr. Hart had resigned effective immediately.

PICO is a California corporation, notwithstanding Delaware’s siren call.  Evidently, PICO’s shareholders, like Odysseus’ crew, had stuffed wax in their ears before PICO’s annual meeting last spring.  According to this Form 8-K, PICO was unsuccessful last spring in obtaining shareholder approval to reincorporate in Delaware.