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ATLANTA-For the second straight year, Post Properties Inc. management and John A. Williams, the company’s former chairman and founder, are in the proxy arena, dueling for shareholders’ votes. The latest fight is scheduled for May 27 here. Williams lost the battle last year to remove the Post board and install his own slate of directors.

In the newest maneuver, Institutional Shareholders Services Inc. of Rockville, MD, a global proxy voting services company, recommends shareholders vote against a bylaw amendment proposal on directors’ pay submitted by Williams. He wants shareholders, and not the directors, to determine how much directors are paid.

Post management, however, doesn’t see Williams’ proposal as a shareholder issue. “We are gratified that ISS, a truly independent expert on corporate governance matters, has recommended a vote against the Williams bylaw proposal,” says Post chairman Robert C. Goddard III. “ISS has come to the same conclusion that we did–asking shareholders to get involved in board compensation issues is not good governance.”

Williams dismisses the company’s stance. “The board would have you believe that I am in a proxy contest with the company,” he tells shareholders on a newly created website. “This isn’t a shareholder fight. It’s simply a proposal and shareholder vote to bring better corporate governance to our company–an opportunity for us, the owners of Post Properties, to voice our support for continued improvements in this area.”

The $500,000 total compensation, including salary and bonuses, Post pays Goddard triggered the newest challenge by Williams. “This is particularly egregious since the board awarded Mr. Goddard this compensation package based on his spending no more than 25% of his time on Post Properties’ business,” says Williams, the company’s largest individual shareholder with about 6.5% ownership in Post stock. Institutional investors own about 65% of Post’s outstanding stock, according to recent proxy statements.

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