Kistefos AS v. Trico Marine Services, Inc.

Kistefos AS (plaintiff), a minority shareholder of Trico Marine Services, Inc. (Trico) (defendant), submitted several proposed bylaw amendments for Trico's 2009 annual meeting, including Proposal Eight, which would immediately disqualify from the board any director elected only by plurality rather than majority vote - contrasting with Trico's existing bylaws allowing such a director to continue serving at the board's discretion. Trico's board rejected Proposal Eight in advance and announced it would disregard the proposal even if presented for a shareholder vote, arguing it conflicted with Trico's certificate of incorporation and Delaware corporate law; Kistefos sued for a declaratory judgment that Proposal Eight was valid and moved to expedite proceedings, though at the hearing Kistefos indicated expedition would be unnecessary if simply allowed to present the proposal to a shareholder vote.