Cavey leaving is no surprise since he arranged his own "golden parachute". Why bother working and be the whipping boy. He'll get paid handsomely for being the "I told you so" guy. I'll give Stark the benefit of the doubt for now as he may have had no real power and just was forced to go along with whatever Cavey demanded.
My favorite quote from BTN's proxy to justify why they needed the poison pill is "in order to protect the Company’s stockholders from a creeping acquisition of control without payment of a control premium to all stockholders".
I think what they failed to mention is that there is a clause that enables the current BOD to cash in IF there is a change in control, premium or no premium.