In a July 28 letter, Sallie Mae managers urged shareholders to reject a critical report issued last week by Institutional Shareholder Services, an independent proxy advisory firm.

"You should know that the latest ISS opinion is replete with errors and is so unbalanced that we believe it calls into question its very basis," wrote Sallie Mae president and chief executive Lawrence A. Hough and designated chairman David J. Vitale.

Shareholders will vote today on who should manage the student loan concern in the future-current management or a group of dissident shareholders. Many observers and analysts expect the dissidents to win, in part because of the strong ISS endorsement.

Ironically, an ISS report issued in May made the opposite recommendation, urging shareholders to vote for management's slate of directors.

In the letter, Mr. Hough and Mr. Vitale argued that Sallie Mae has the same business plan and financial projections as it did in May.

"The extreme and unexplained nature of the ISS about-face warrants your rejecting the ISS recommendation," they wrote.--Olaf de Senerpont Domis

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