PROXY Governance Concludes ‘Three
Inexperienced Nominees’ Lack Experience as
Managers, Executives or Directors; Glass Lewis Recommends Vote Against
Dissident Nominees
Napster Inc. (Nasdaq:NAPS) announced today that two leading independent
proxy advisors—PROXY Governance Inc. and Glass
Lewis & Co. -- have concluded that all three dissidents seeking seats on
the company’s board lack the qualifications to
be elected.
PROXY Governance, in declining to endorse any of the three dissidents,
said that “we find no evidence that the
dissident nominees are better equipped than the incumbent board to
address the company’s myriad challenges.”
Describing the dissidents as “three
inexperienced nominees,” PROXY Governance also
concluded that there is little evidence that any of the three has “first-hand
experience” as managers, executives or
directors.
Separately, Glass Lewis recommended shareholders vote against the three
dissident nominees. Glass Lewis said that the dissident group “has
not proven that its nominees have the appropriate background or
necessary expertise to serve as members on the Napster board.”
PROXY Governance agreed with virtually all of the director and
governance recommendations from Napster management. The lone exception
was a withhold recommendation for the head of the compensation committee
as a way of expressing concern about executive compensation.
The company also noted that while Glass Lewis recommended that
stockholders vote against the three dissident candidates it did, in
accordance with its policies, support the shareholder proposals related
to governance issues.
“We are very pleased that PROXY Governance
and Glass Lewis have chosen not to support the dissident nominees,”
said Brian C. Mulligan, chairman of the nominating and governance
committee. “Napster's incumbent nominees have
significant public company experience and, more importantly, substantial
industry knowledge and business acumen developed from years of high
level managerial experience that will be valuable to Napster.”
In an Aug. 29 letter to stockholders, Napster noted that its three
incumbent independent nominees – Robert
Rodin, Richard Boyko and Philip J.
