NEW YORK, Nov. 9, 2011 /PRNewswire/ -- Cadian Capital
Management is pleased that both Institutional Shareholder Services
(ISS) and Glass Lewis & Co., two of the leading independent
proxy voting advisory firms, have affirmed that change is needed on
the Board of Directors of Comverse Technology, Inc. (NASDAQ:
CMVT).
- ISS recommended a vote against two Comverse directors:
Raz Alon and Mark Terrell.
- Glass Lewis recommended a vote against five Comverse directors:
Raz Alon; Charles Burdick; Robert
Dubner; Augustus Oliver II;
and Mark Terrell.
Along with Cadian, both ISS and Glass Lewis concluded that the
Board of Comverse needs to be held accountable for a poorly managed
restatement process. In particular, ISS stated that "the duration
and expense of the accounting restatement begs the question Cadian
has raised about the board's sense of urgency throughout the
process."
ISS and Glass Lewis also agreed that a vote against Raz Alon is warranted because he is the only
director who served on the Board prior to Comverse's stock option
backdating scandal being uncovered in March
2006. Glass Lewis stated that "shareholders would be
well-served by removing Mr. Alon from the board in order to make a
clean break from the dysfunctional leadership and lack of oversight
that gave rise to the Company's recent struggles."
Cadian believes voting AGAINST RAZ ALON, JOSEPH O'DONNELL and
THEODORE SCHELL will send a strong
message that more urgency is needed to turn around the Company's
business and share price performance, and that the Board should
evaluate all strategic alternatives.
This is the first annual meeting the Company has held in over
five years and the majority vote standard makes voting AGAINST
directors ALON, O'DONNELL and SCHELL extremely important. Director
nominees who do not receive a majority of the votes cast are
required to immediately tender their resignations. Cadian strongly
urges the Board to accept the resignation of any director who does
not receive a majority of the votes cast.
Cadian looks forward to a reconstituted board appointing strong
advocates for shareholders and expeditiously exploring strategic
alternatives.
SOURCE Cadian Capital Management