Healthways' full North Tide defense

The board and management of Healthways have responded at length to the proxy challenge mounted by North Tide Capital hedge fund manager Conan Laughlin, who wants big changes at the company and is pushing for four board seats at its upcoming shareholders' meeting. Healthways leaders say Laughlin's ideas to spin out SilverSneakers and shut down international operations suggest he doesn't truly understand the company's business. Also among the components is a defense of the vision of CEO Ben Leedle, whom Laughlin wants to boot out, and letters of support from two big customers.

Healthways investors will vote June 24 on the North Tide proposals. The company's shares (Ticker: HWAY) closed Wednesday trading at $17.88 and have risen 16 percent so far this year.