fuck this job.com

Steve Bostic, owner of one percent of the outstanding shares of Career Education Corporation (Nasdaq: CECO), today announced that he sent the following letter to Jack Larson, chairman, president and chief executive officer
Dear Jack: The results of the May 20, 2005 annual meeting of CECO stockholders were unprecedented and indicate the extraordinary level of stockholder support for meaningful reform at Career Education and the lack of support for the current CECO Board.
In fact, the real level of stockholder discontent was even more striking than the numbers indicate. Due to a New York Stock Exchange decision, CECO's vote tally is obscured by the "free votes" the Company garnered under the controversial routine broker-vote rule pursuant to which the Exchange determined that my proxy solicitation in opposition to CECO's was a "routine matter" because I did not nominate an alternate slate. Consequently, approximately 14 million shares, for which the brokers never received instructions from their clients, were automatically voted in favor of CECO's directors. If you exclude these "phantom" votes, the true tally shows that more than 80% of the shares voting withheld authority on directors -- a first in corporate governance history.
Your General Counsel has been quoted in the media saying, " ... Our shareholders as a whole do not want to see the resignation of any individual member of the Career Education Board." Since the annual meeting, I have been in contact with stockholders holding over 50% of CECO's shares. These stockholders are telling a very different story, and they are expressing an overwhelming mandate for change and an absolute rejection of the three directors who were standing for re-election.
I believe the discussions that you and I had just prior to the annual meeting should serve as a "roadmap" for what must now occur at CECO.
First and foremost, I believe CECO stockholders want access to the nomination process for new Board members. I am convinced the Company's owners want to reconstitute the Board to ensure that truly independent directors represent stockholders and that those new directors offer qualifications and experience that are ideally suited to the challenges at hand. This will not be accomplished by the retention of an executive search firm that reports to the incumbent Board. To achieve our goals, I propose the following measures as the foundation for an agreement with you and the Board:
1. Although I respect the service provided by CFO Pat Pesch, he should vacate his Board seat to make room for an independent director.
2. The Board should appoint three new directors nominated by stockholders by July 15, 2005 to fill the place of Mr. Pesch and the two seats on the Board that are currently available. I plan to propose a slate of three director candidates to you by July 1, 2005.
3. I propose to nominate two additional directors for election at a special meeting to be called by the Board and held on or before August 18, 2005 in order to replace Messrs. Dowdell and Chookaszian, who would resign at that time. If necessary, this director slate could run against candidates proposed by your Board.
4. The poison pill should be revised so that it is stockholder friendly,similar to the approach recommended by Institutional Shareholder Services in its proxy analysis report (May 6, 2005). That change should be proposed by the Board immediately, and voted upon by
stockholders at the meeting to be held on or before August 18, 2005.
5. Stockholders have overwhelmingly supported my proposals to declassify the board and to allow stockholders holding 33-1/3% of CECO's outstanding shares to call a special meeting of stockholders. With the support and favorable recommendation of the Board, stockholders should be permitted to vote on these proposals at the meeting to be held on or before August 18, 2005.
Jack, we are at a "moment of truth." As you know, over the past 12 months, the market value of our Company has dropped by $4 billion, or 50%, while earnings per share (EPS) have increased by 60%. The response to CECO's first quarter earnings release demonstrates the continuing reality of this credibility gap the Board and management faces. Despite announcing a 60% increase in earnings on May 2, 2005, our stock dropped nearly 10% the next day.
I believe the benefits to our Company will be significant:
1. You and the Board would earn much-needed credibility with stockholders as a whole, as well as with influential third parties focused on proxy and corporate governance issues and, importantly, with the wider financial community.
2. I believe the fact is many long-term stockholders who supported CEC in the past have lost their confidence and trust in you and your Board and have sold their holdings. Over the past 12 months, many of your top ten stockholders have significantly reduced their CECO holdings or sold down completely. For example, three long-term institutional investors that together held 20% of CECO's equity one year ago have sold down to approximately 1%.
3. CECO and its stockholders will be able to avoid an ongoing public fight that could further erode the Company's credibility in the market place.
4. The public will perceive a Board decision in favor of the stockholders proposals as positive leadership and responsiveness from the CEO and the Board.

A reinvigorated and independent Board can help you and our Company mitigate any potentially negative outcome from the open investigations being conducted by the SEC and DOJ and from the many other "black clouds" that hover over our Company. I would like to help mend relations between the Company and its stockholders and to personally reconnect with the Company in a strategic and supportive role. As a stockholder, I want to help bridge the gap of investor confidence, which I believe is the key to improving CECO's share price. I am prepared to work with you for the benefit of the Company, its employees, students and stockholders. "We have grave concerns regarding recent events at Career Education and the effects those events may have on the future of the company. While the company has performed reasonably well over the past five years, recent results have been less than adequate. We find distressing the regulatory inquiries by federal authorities and the threats raised by various accrediting agencies at certain of the company's major schools." "The company's first quarter results contain warnings that student growth and bad debt concerns are growing and will need attention." "We are also concerned about the plethora of lawsuits facing the company and the seriousness of the allegations underlying them." "Ultimately, our greatest concern would be in the lack of internal controls at the corporation that would allow conditions to deteriorate to such an extent." "It is clear from their comments, however, that this Board and management just don't get it. Among other things, they have not released the special committee report, or disclosed important performance metrics, such as graduation rates, to stockholders so that we can effectively judge the actual student retention rate. I believe today's leadership at CECO has caused a profound lack of stockholder confidence in our Company's prospects and future, and is neither prepared nor equipped to take the necessary steps to rectify this situation. It is this abject failure which ISS, Glass, Lewis and PGI unanimously recognize in their recommendations that stockholders vote on my WHITE proxy card for withholding authority, and in favor of some, if not all, of the common sense corporate governance initiatives I have proposed," "I am convinced the adoption of all three stockholder proposals would make the Board and management more accountable to the owners of the Company, and put them on notice that their judgment and performance will no longer be tolerated. I believe that is why Larson and his team continue to claim the 'time is not right' for these proposals."