- Chairman Mike Tokarz refuses to refrain from entering the company into a transaction prior to the Annual Meeting, without first receiving approval from a majority of independent directors
- Stockholders cannot trust Tokarz to act in their best interests - could seek to enter into self-serving transaction not requiring stockholder approval or block serious expression of interest from a third party
- Concern warranted as Tokarz has demonstrated a surprising lack of integrity, highlighted by offer of greenmail to Wynnefield in attempt to deter Wynnefield from pursuing nominations of independent directors
- Tokarz and fellow insider Warren Holtsberg should act in the best interests of the Company and its stockholders, by recusing themselves from a vote of the Board involving a merger or other extraordinary transaction prior to the Annual Meeting
- Wynnefield urges like-minded stockholders and independent directors to reign in the Chairman
- If settlement not reached, Wynnefield to pursue election of three highly-qualified independent directors to replace Mike Tokarz and long-tenured Board members, Emilio Dominianni and Gerald Hellerman
PR Newswire
NEW YORK, May 14, 2020
