White Electronic's Board Room Drama
White
Electronic Designs Corporation’s (NDAQ: WEDC) earnings conference calls may be
turning into more of a soap opera after a hedge fund was jilted. Wynnefield Partners
said in a
Schedule
13D/A filing with the Securities and Exchange Commission (SEC) that they were
unable to ask questions on the company’s conference call despite repeated attempts.
As a result, the 9.8% holder then submitted a letter nominating its own directors
to the board.
White Electronic Design doesn’t exactly have the best track record with shareholders.
The existing board has granted cash-less, dilutive equity awards to management that
vest 50% each year without requiring management or the market price of WEDC’s stock,
to meet any performance targets or financial metrics. The board also refused to disclose
of consider bona fide acquisition proposals at a slightly premium to market in an
apparent effort to save their jobs. And finally, the board squandered more than $25
million on two failed acquisitions and a drawn out termination process for its former
chief executive.
Wynnefield Partners proposed several changes that it would make at the company to
address these concerns:
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Refrain from risking additional shareholder capital on any further acquisitions.
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Provide shareholders with the honest and transparent process that they deserve by
exploring the full range of “strategic alternatives”.
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Cease diluting shareholders via the outright grand of “risk-less” equity awards to
management that have no performance criteria.
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Implement compensation policies that align the interest of management and the board
with interests of shareholders.
"WEDC’s current board and management have presided over a massive destruction of shareholder
value," said Wynnefield Partners in its letter to the board. “Why should shareholders
believe that the current board now suddenly has the ability to reverse its historical
failures and the desire to correct the lack of alignment of its interests with the
interests of all WEDC’s shareholders. With the exception of Ed White, virtually no
board member has ever purchased a share."
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