Specifically, ISS stated:
·
"
Given the weakening market performance trends, the lackluster
operating performance, and particularly the weak oversight provided by the
company's governance structure – such as the board's willing acceptance of an
affiliated director overseeing his own work on the financial statements through
his role on the Audit committee – a vote FOR election of dissident nominee
Polonitza is warranted.”
·
"
On the compensation front, the long-term nature of (ITEX’s) compensation
practices is highly unusual in the sense that the restricted stock plan has a
vesting period of up to 11 years, and for a relatively small company the
compensation may not be in line with the market.”
·
“
There
is a lack of truly independent oversight given the small board size of three,
where Steve White, CEO is an insider and John Wade is an affiliated outsider,
given the nature of his work as a consultant on audit related matters, make it
important to include in the board truly independent directors.”
·
“The company has fallen behind the broader
market over the three and particularly the one-year terms, however, suggesting
the dissident has a point about the troubling trend. Performance versus its
peer, ITNM, has been substantially worse over both these periods.”
David Polonitza stated, "In my
opinion, ISS’ criticism of ITEX’s operating performance and poor governance
provides further evidence that change is needed within the Company’s Board. The
Board’s maneuvers to entrench themselves through stock grants, private
placements, and a poison pill, along with providing the CEO with over
$1,000,000 in compensation during fiscal 2011 and compensating a supposed
“independent” director with over $110,000 when the Company’s fiscal 2011 net
income was only $701,000 is, in my opinion, a striking example of actions by a
misguided Board that has little regard for its outside shareholders. Vote the
Gold Proxy to send a message to ITEX that this behavior will not be tolerated.”
Contact:
John Grau
InvestorCom, Inc.
(203) 972
‐
9300
Or
David Polonitza
(502) 460
‐
3141
polonitza@enhanceitex.com