Del Global Technologies' recomposition of its board of directors has sparked criticism from an investor group, which has filed a preliminary proxy statement with the Securities and Exchange Commission (SEC) seeking representation on the board.
Last week, Del appointed Frank Brady, Glenda Burkhart, and Steve Wertheimer to the board following the retirement of directors James Tiernan and David Michael. The slate of directors will stand for election at Del's annual shareholder meeting on May 14, according to the Valhalla, NY-based firm.
However, a shareholder group led by investment firm Steel Partners II has criticized the appointments, saying that incumbents are "packing" the board, and performing an "end-run around shareholders' basic right to elect their own representatives." The group also said the appointments represent the latest in a string of actions adverse to shareholder democracy and good corporate governance.
In response to the Steel Partners II proxy, Del executives disputed the group's allegations that its corporate governance is inadequate, referring to steps it has taken to implement strong governance standards and an independent and qualified board of directors. Del added that the group's proposed directors have limited experience relevant to Del's core businesses and markets, and lack any plan to advance those businesses.
By AuntMinnie.com staff writersApril 15, 2003
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