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PRNewswire 31-May-2018 1:06 PM
PR Newswire
NEW YORK, May 31, 2018
NEW YORK, May 31, 2018 /PRNewswire/ -- Sidus Investment Management, LLC and BLR Partners LP (together, "Sidus," "we" or "us"), collectively one of the largest stockholders of Acacia Research Corporation ("Acacia" or the "Company") (NASDAQ:ACTG), announced today that proxy advisory firm Glass, Lewis & Co., LLC ("Glass Lewis") has recommended that stockholders of Acacia support the election of Alfred V. Tobia Jr. to Acacia's Board of Directors (the "Board") at the upcoming 2018 Annual Meeting of Stockholders (the "2018 Annual Meeting"), scheduled to be held on June 14, 2018. Glass Lewis is one of the leading independent proxy advisory firms in the United States and its recommendations are relied upon by many institutional investors and other fiduciaries.
Glass Lewis recommended stockholders vote on Sidus' BLUE proxy card FOR the election of Mr. Tobia to the Board, AGAINST the Company's advisory vote on executive compensation and AGAINST Approval of the Company's 2018 Stock Incentive Plan. Glass Lewis clearly recommended that stockholders not vote for the Company's nominees. Sidus also urges stockholders to vote on the BLUE proxy card FOR the election of its highly-qualified nominee Clifford Press.
In its report, Glass Lewis affirmed Sidus' view that the Board must be held accountable for Acacia's abysmal underperformance and corporate governance shortcomings, which have ultimately destroyed stockholder value. Glass Lewis performed a detailed analysis of both sides' positions and carefully considered, among other things, the Company's total stockholder return, operating performance and financial performance, as well as the strong experience and qualifications of Sidus' nominees.
Glass Lewis concluded that stockholders should vote on the BLUE proxy card, saying[1]:
With regard to Acacia's destruction of stockholder value, Glass Lewis took Acacia to task for its blatantly false and misleading "Peer Groups":
Glass Lewis also commented on the Company's excessive compensation schemes, saying:
Analyzing Acacia's Board composition and lack of independence, Glass Lewis noted:
Alfred V. Tobia Jr., Co-Founder and Managing Member of Sidus Investment Management, said, "We are pleased that Glass Lewis has supported our call for change at Acacia and recommended stockholders vote for my election to the Board on the BLUE proxy card. However, we respectfully disagree with Glass Lewis' recommendation to withhold voting for our other highly-qualified nominee, Clifford Press, using disproportionate representation and patent industry experience as its stated rationale. Our ability to increase our ownership position in Acacia is limited by the Company's 4.9% poison pill and our nominees will represent the interests of all shareholders, as they have done in the past.
"We remind stockholders of Acacia's classified Board and its unilateral appointment of four directors, which will clearly dilute stockholder-driven interests in the boardroom. As Glass Lewis points out, it seems quite clear that the Company added two of such directors to the Board as a response to our nominations. In order to counter such machinations and to deliver real change to Acacia, it is critical that both of our nominees are elected. Ultimately, Messrs. Graziadio and Walsh should be held accountable for being the architects of the Company's misaligned compensation schemes.
"Further, we firmly believe that the only way stockholders will realize improved value from Acacia is through the subtraction of Messrs. Graziadio and Walsh from the Board, as well as the addition of two independent stockholder voices. Considering the failed patent business and the recent investments made by Acacia, the election of two fiduciaries to the Board is highly relevant to Acacia investors. We remain fully committed to seeking the full election of our slate, and we look forward to continuing to make our case to stockholders in advance of the 2018 Annual Meeting."
The time for change is now. Sidus believes stockholders can only be protected if Messrs. Graziadio and Walsh are removed from the Board and from having any future influence at Acacia. Stockholders have a crucial opportunity to replace them by electing Alfred V. Tobia Jr. and Clifford Press, who have demonstrated records of success in achieving positive change for stockholders as minority Board members.
FOLLOW GLASS LEWIS' RECOMMENDATION AND VOTE FOR CHANGE ON THE BLUE PROXY CARD TODAY.
[1] Permission to quote from Glass Lewis report was neither sought nor obtained. Emphases added.
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SOURCE Sidus Investment Management, LLC