Although the tally is unofficial, Goddard told shareholders attending the company's annual meeting at Post Riverside auditorium that its six directors seeking re-election have been re-elected by at least 65% of the votes cast.

"Today's announcement clearly indicates that our shareholders believe that the current board and management is the right team to create value for shareholders," Goddard says in a prepared statement. "Toward that end, we are pleased to put this proxy contest behind us and to move forward with our program to enhance shareholder value."

Independent inspectors are tallying the proxy cards received by Post and Williams. "The inspectors will prepare a preliminary vote count after which both sides will have an opportunity to examine the tabulation," Goddard says.

Win or lose, though, Williams says he will continue fighting to regain control of the company he founded in 1971 in suburban Sandy Springs, GA, according to a published report. He resigned July 1, 2002 but remains as a director and chairman emeritus with an annual salary of $150,000. He wants to regain control of the company because he is disatisfied with the management efforts of the existing board, he has said in recent prepared statements.

Post's Goddard, however, says Williams wants to control the firm again so that he can sell it to a third party and solve his pending income tax situation.

David P. Stockert, Post's president and CEO, says the company has spent about $4 million in the proxy fight and Williams has laid out about $6.3 million of his own money.