UPDATE 4-Narrow proxy victory for miner Massey's directors

Tue May 18, 2010 5:00pm EDT

* Massey says three directors reelected "overwhelmingly"

* Shareholder groups say margin shows lack of confidence

* Stock down 1.7 percent

(Adds official voting figures, analyst comment; stock down)

By Steve James

NEW YORK, May 18 (Reuters) - Three directors were narrowly reelected to coal miner Massey Energy Co's MEE.N board on Tuesday in a proxy battle launched by investors angered that share value has plummeted since an explosion killed 29 workers at a company mine six weeks ago.

The company said the board members were "overwhelmingly" reelected with clear majorities and it criticized a shareholder group, CtW Investment Group, for an "aggressive and misleading campaign," for saying the winning margins were "razor-thin."

Miners who protested outside the meeting, meanwhile hailed the vote as a victory in their campaign to expose Massey's safety shortcomings, which have been exacerbated by the Upper Big Branch mine blast on April 5.

The shareholder meeting in Richmond, Virginia, was raucous, with environmentalists also protesting outside the hotel and reports of at least two arrests. Company officials ended it after barely 90 minutes following some angry exchanges.

"It was not a mob scene and there were no placards inside, but these were unsettled shareholders," said William Patterson, of the union-backed CtW, which owns less than 1 percent of Massey stock.

David Khani, an analyst with FBR Capital Markets, said it was evident it was going to be contentious.

"The investors have definitely made it be known there is reputational damage," he said.

Chief Executive and Chairman Don Blankenship, who has been under fire for allegedly trading safety for profits, announced the results and declared: "We reject all accusations that we are indifferent to safety."

He said only that preliminary results showed all three directors received a majority. Later, in a statement, Massey said Richard Gabrys won with 55.36 percent, Dan Moore with 55.09 percent and Baxter Phillips Jr. with 57.83 percent.

One director, retired Admiral Bobby Inman -- a former CIA deputy director and President Carter's National Security Agency chief -- said the company was grateful to shareholders "for their show of confidence in the board" by reelecting the trio.

But North Carolina State Treasurer Janet Cowell, whose state pension fund owns over $17 million worth of Massey stock, was disappointed.

"Based on the close results, it is clear that a near majority of shareholders have no confidence in these directors," she said. "We will continue our fight to secure leadership at Massey ... that will look out for the interest of their shareholders and the safety of their own workers."

CtW's Patterson said the coalition, which has blamed Massey's poor safety record for a $1.8 billion drop in shareholder value, was talking to lawyers about future action.

"There was high drama here," Patterson told Reuters after the vote which was closed to the press. "It's a razor-thin margin. This is not conclusive and casts a cloud over the legitimacy of the election."

It was not known if Massey's two major institutional shareholders voted for the directors or sided with the dissidents. Both Fidelity Investments and BlackRock Advisors had stressed beforehand that their voting policies were based on enhancing shareholder value.

Major corporate proxy advisory services had recommended shareholders vote "no" for the directors who all serve on Massey's Safety, Environment and Public Policy committee.

"I am told by folks inside that they were reelected, but not by a whole heck of the vote," said Phil Smith, spokesman for the United Mine Workers of America (UMWA), which opposes Massey's use of nonunion labor.

"We are pleased to have sent a message to this company that their safety record is atrocious. People have taken notice, including the company."

UMWA President Cecil Roberts led over 1,000 miners on a march from Massey headquarters in Richmond to the hotel where the meeting was held.

Massey stock rose over 3 percent during the day, but fell back when the broader market took a turn. It closed 1.7 percent down at $32.72 on the New York Stock Exchange. The stock has plummeted over 30 percent from a year-high price of $54.80 on April 5, when the Upper Big Branch mine accident occurred. (Reporting by Steve James; editing by Gerald E. McCormick and Andre Grenon)

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