ISS States "We Believe That the Dissident Has Met the Burden of Proving That Change Is Warranted at the Company"
RiskMetrics Group Also Recommends a Vote "For" All the Investor Nominees' Corporate Governance Proposals
NEW YORK, NY -- (Marketwire) -- 09/11/08 -- Okapi Partners is submitting this press
release on behalf of Perry H. Rod, Thomas Sailors and Kavan P. Singh. The
Investor Nominees for the Board of Directors of Napster (NASDAQ: NAPS) said
today they are "very pleased" that RiskMetrics Group's ISS Governance
Services is recommending that Napster stockholders support the Investor
Nominee Thomas Sailors and to vote "For" all of their shareholder proposals
including proposals to separate the Chairman and CEO, eliminate the "Poison
Pill," require majority voting, and approve a "Say on Pay" proposal. All
of these proposals are currently opposed by the board of Napster.
Shareholders of record as of the close of business on July 24, 2008 will be
entitled to vote at the Napster, Inc. annual meeting on September 18, 2008.
RiskMetrics is a leading independent U.S. proxy advisory firm and its
voting analyses and recommendations are relied upon by hundreds of major
institutional investment funds, mutual funds and fiduciaries throughout the
country.
In its analysis, ISS concluded:
"Based on our discussions with the dissidents and the company, we believe
that the incumbent board may have failed to provide the necessary
management oversight to stem the decline in shareholder value and
competitive position. As such, we believe that the dissident nominees could
provide additional management oversight and perspectives as Napster
implements its current strategy or explores strategic alternatives for the
company."
Investor Nominee Perry H. Rod stated, "We are very pleased that ISS has
recognized that change is needed at Napster as well as recommending a vote
FOR our crucial corporate governance reform proposals. We also note that
ISS, as well as Glass Lewis, another leading independent proxy voting
advisory firm, recommends that shareholders vote on the Investor Nominee's
BLUE proxy card and not to vote on the Napster proxy card at all. We
encourage all shareholders, small or large, to cast a vote FOR maximizing
shareholder value and vote FOR our nominees and proposals on the Blue proxy
card."
Shareholders who have questions, or need assistance voting their shares,
should contact, Okapi Partners; proxy solicitor for the Investor Nominees,
toll-free at (877) 259 6290.
PERRY H. ROD, THOMAS SAILORS AND KAVAN P. SINGH FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION A DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING
PROXY CARD ON AUGUST 13, 2008 TO BE USED TO SOLICIT PROXIES IN CONNECTION
WITH THE NAPSTER, INC. 2008 ANNUAL MEETING. NOTE THAT THIS PRESS RELEASE
INCLUDES FORWARD LOOKING STATEMENTS. THESE STATEMENTS INVOLVE CERTAIN
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN OUR FORWARD LOOKING
STATEMENTS. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF
NAPSTER, INC. FOR USE AT THE 2008 ANNUAL MEETING AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION.
Contact:
Okapi Partners
Call Toll-Free: 1-877-259-6290
Or
Email: info@okapipartners.com