Egan-Jones Joins ISS and Glass Lewis in
Recommending Stockholders Vote “FOR” All Xperi Board Nominees on
the BLUE Proxy Card
Xperi Encourages Stockholders to Vote “FOR” All
Five of the Company’s Nominees Ahead of the Annual Meeting on May
24
Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”) today
announced that a third independent proxy advisory firm, Egan-Jones
Ratings Company (“Egan-Jones”), has joined Institutional
Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC
(“Glass Lewis”) in recommending that Xperi stockholders vote
“FOR” all of the Company’s director nominees on the
BLUE proxy card ahead of the Company’s 2024 Annual Meeting
of Stockholders (the “Annual Meeting”), to be held on May 24, 2024.
One of the Company’s stockholders, Rubric Capital Master Fund LP
(“Rubric”), has nominated two candidates to replace half the
Company’s independent directors on the Xperi Board of Directors
(the “Board”).
Following the same recommendation as ISS and Glass Lewis,
Egan-Jones concluded that “change in leadership is unwarranted as
it would disrupt the transformation that is currently underway,”
and recommended that “voting FOR [Xperi’s] nominees is in the best
interest of the Company and its shareholders.”
Specifically, Egan-Jones highlighted Xperi’s “compelling…
transformation strategy”:
- “Since the Adeia spin-off in 2022, Xperi has experienced a
significant shift… and has paved the way to capitalize on its core
segments.”
- “Xperi’s strategy… laid the foundation [for] its thriving
status… [The Company’s] targets were achieved… delivering strong
revenues, expanding Adjusted EBITDA margins and positive TSR,
outperforming its peers as a stand-alone company.”
- “We give credit to the Company’s highly qualified and
experienced management and board for unlocking… shareholder value
from its prior state, and for effectively delivering the strategy
and optimal results.”
Egan-Jones also highlighted Darcy Antonellis and David Habiger,
the two incumbent directors being targeted by Rubric for removal,
as “integral to Xperi’s strategy execution given their industry
expertise and public company experience.”
As noted, ISS also recommended in favor of all five of Xperi’s
nominees, noting:
- “The company completed its spin-off less than two years ago,
and appears to be executing on its long-term strategic plan. …
[T]here does not appear to be a need for change at the board level
at this time.”
- “Though it is less than two years since the spin-off
transaction, there are multiple indications that the company is on
pace to achieve its long-term plan presented in September 2022. The
company has posted revenue growth and margin expansion over the
last two years and appears on pace to hit multiple operating
metrics in its key growth businesses.”
Glass Lewis recommended in favor of all five of Xperi’s director
nominees as well, stating:
- “Rubric’s case against the status quo…falls short here. … [W]e
believe full support for the incumbent board is warranted.”
- “[W]e ultimately do not [believe Rubric] has… presented an
adequately comprehensive case for change, nor do we find there is
adequate cause to conclude Rubric’s alternate nominees or
promulgated path for Xperi are likely to result in a superior
outcome…”
Commenting on the recommendations of all the major U.S. proxy
advisory firms, the Board said, “We welcome the recommendations
from Egan-Jones, Glass Lewis and ISS that Xperi stockholders should
vote for all five of Xperi’s director nominees.” The Board
continued, “receiving unanimous support from all three leading U.S.
proxy advisory firms reinforces our confidence in our strategy and
serves as a strong endorsement of the actions the Board and
leadership team have taken to transform the Company for
sustainable, profitable growth.”
The Board urges stockholders to vote “FOR” all five of
Xperi’s skilled and experienced director candidates, and “WITHHOLD”
on Rubric’s two candidates, using the BLUE proxy card.
Stockholders who have any questions or need assistance voting
their shares should contact the Company’s proxy solicitor Morrow
Sodali at (203) 658-9400 or XPER@info.morrowsodali.com.
About Xperi Inc.
Xperi invents, develops, and delivers technologies that enable
extraordinary experiences. Xperi technologies, delivered via its
brands (DTS®, HD Radio™, TiVo®), and by its startup, Perceive, are
integrated into billions of consumer devices and media platforms
worldwide, powering smart devices, connected cars and entertainment
experiences, including IMAX® Enhanced, a certification and
licensing program operated by IMAX Corporation and DTS, Inc. Xperi
has created a unified ecosystem that reaches highly engaged
consumers, driving increased value for partners, customers and
consumers.
©2024 Xperi Inc. All Rights Reserved. Xperi, TiVo, DTS, HD
Radio, DTS Play-Fi, Perceive and their respective logos are
trademark(s) or registered trademark(s) of Xperi Inc. or its
subsidiaries in the United States and other countries. IMAX is a
registered trademark of IMAX Corporation. All other trademarks and
content are the property of their respective owners.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this press release that do not
relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements
regarding: expectations regarding our future results of operations
and financial position, objectives for future operations, and
ongoing strategies. These forward-looking statements are based on
information available to the Company as of the date hereof, as well
as the Company’s current expectations, assumptions, estimates and
projections that involve risks and uncertainties. In some cases,
you can identify forward-looking statements by the words “expect,”
“anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,”
“will,” “may,” “would,” “might,” “potentially,” “estimate,”
“continue,” “expect,” “target,” and similar expressions or the
negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. These statements
involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance, or achievements to
be materially different from the information expressed or implied
by these forward-looking statements. These risks, uncertainties and
other factors are described under the captions “Risk Factors” and
“Management's Discussion and Analysis of Financial Condition and
Results of Operations” in our Annual Report on Form 10-K for the
year ended December 31, 2023 filed with the Securities and Exchange
Commission (the “SEC”) and our other filings with the SEC from time
to time. Any forward-looking statements speak only as of the date
of this press release and are based on information available to the
Company as of the date of this press release, and the Company does
not assume any obligation to, and does not intend to, publicly
provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
Additional Information and Where to Find It
Xperi has filed with the SEC a definitive proxy statement on
Schedule 14A, containing a form of BLUE proxy card, with
respect to its solicitation of proxies for the Annual Meeting. This
communication is not a substitute for any proxy statement or other
document that Xperi may file with the SEC in connection with any
solicitation by Xperi.
Permission to quote the Egan-Jones, Glass Lewis and ISS reports
was neither sought nor obtained.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND
IN THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) FILED BY XPERI AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.
Investors and security holders may obtain copies of these
documents and other documents filed with the SEC by Xperi free of
charge through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by Xperi are also available free of
charge by accessing Xperi’s website at www.xperi.com.
XPER-C
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240521375896/en/
Xperi Investor Contact: Mike Iburg VP, Investor Relations
+1 408-321-3827 ir@xperi.com
Media Contact: Amy Brennan Senior Director, Corporate
Communications +1 949-518-6846 amy.brennan@xperi.com
Grafico Azioni Xperi (NYSE:XPER)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Xperi (NYSE:XPER)
Storico
Da Dic 2023 a Dic 2024
