(By Balaseshan) Ambassadors Group Inc. (NASDAQ:EPAX), an educational company that organizes and promotes travel programs for students and professionals, said it has moved to declassify its board of directors.
The company's directors unanimously approved an amendment to its Certificate of Incorporation to declassify the Board. Currently, the Board is divided into three classes and each director is elected for a three-year term.
For the amendment to go into effect, it would also require the approval of stockholders who own a majority of the company's issued and outstanding common stock at the 2013 Annual Meeting.
If the stockholders approve the amendment at the 2013 Meeting, the Board will be declassified and all directors will be of one class and will be elected at least annually beginning with the 2013 Meeting.
Chairman James Kalustian said the company believes immediate declassification of the board is in the best interest of all stakeholders. This action further demonstrates its commitment to executing on the strategies in place to return Ambassadors to a growth path.
In connection with the proposed declassification, on July 9, each of the Class 2 directors, James Kalustian, Lisa Rapuano and Timothy Walsh, whose terms are scheduled to expire in 2015, tendered resignation as a director, to be effective upon the approval of amendment by the stockholders.
Additionally, each of the Class 3 directors, Daniel Byrne, Nilofer Merchant and Peter Kamin, whose terms are scheduled to expire in 2014, tendered resignation as a director, to be effective upon the approval of amendment by the stockholders.
EPAX is trading up 0.19% at $5.28 on Wednesday. The stock has been trading between $3.88 and $9.00 for the past 52 weeks.