RiskMetrics Recommends That Providence Service Corporation Stockholders Vote for Providence's Director Nominees on the White ...(p In addition to recommending that...),Health

In addition to recommending that stockholders vote with Providence's management for the director nominees, the PROXY Governance report noted the following:

With respect to Providence's executive compensation:

"The company's executive compensation appears reasonable given its financial performance relative to peers."

With respect to Providence's performance:

"According to PROXY Governance's performance analysis, the company has performed in line with peers over the past five years; the company ranks at the 28th percentile relative to the S&P 1500."

In recommending that stockholders vote with Providence's management for the director nominees, Glass Lewis noted that investors should be concerned regarding the experience and intentions of the Avalon Group and its nominees and that it did not believe that the Avalon Group's nominees are the right individuals to effect change at Providence given the affiliation of the Avalon Group's nominees with Avalon Correctional Services and its chief executive officer, sole director and controlling stockholder, Donald E. Smith.

The Glass Lewis report also commented on the one-sided transaction proposal made by the Avalon Group to Providence last November. That proposal, if accepted, would have facilitated the ability of the Avalon Group, with a proposed investment of potentially less than $1.0 million, to (1) immediately raise their aggregate voting interest in Providence from 18.6% to almost 25%, (2) obtain the ability, without further investment and in their sole discretion, to subsequently increase both their voting and their ownership interest in Providence to over 33%, and (3) in the interim, secure for themselves a greater than 42% annual dividend yield. The Providence Board, after due consideration, rejected such a one-sided proposal as n
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