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EDGEWATER OPPOSES RIVAL DIRECTOR SLATE Featured

Frederick DiSanto, Ancora Catalyst FundsIn its second proxy fight in a year, Edgewater Technology has urged shareholders reject a slate of candidates for its board of directors. The slate was nominated by Ancora Catalyst Funds, which holds 9.5-percent of the reseller's common stock.

Issues are similar to those raised a year ago by Lone Star Investors, which later dropped its support of a  takeover effort by Ameri Holdings. That concluded in March when Edgewater agreed to add two Lone Star directors. Both shareholder groups charge the company paid bloated salaries to CEO Shirley Singleton and chief technology officer David Clancey. A January 3 letter from Ancora CEO Frederick DiSanto said, "In our opinion, Edgewater suffers from the lack of effective oversight by the Board, which has generously compensated Ms. Singleton and Mr. Clancey at the expense of properly incentivizing the Company's key producers, its business unit leadership and employees." While Ancora alleged an Edgewater study of its options seemed to be a formality, the target company told shareholders it had conducted 22 meetings, reaching out to 66 potential suitors. It denied Ancora's claim that the company had under-achieved. Ancora wants to replace four directors with own candidates. Edgewater claims three Ancora candidates lack relevant experience. "Ancora has not offered any specifics on how its nominees would create stockholder value if they are unable to negotiate a sale, which based on the Board's recent review, would likely erode – rather than create – stockholder value," the company wrote on January 17.

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