SAVE Receives Results from Comverge, Inc. Annual Meeting
Shareholders Support SAVE’s Efforts and Vote to Declassify the Board
PRESS RELEASE May 8, 2010 – New York – Shareholder Advocates for Value Enhancement (SAVE) announced today that it has received the results of Bradley Tirpak’s shareholder proposal to declassify the board at Comverge, Inc. (NASDAQ: COMV). The proposal passed with more than four times the number of shareholders supporting the proposal than those opposed.
Shareholders supported the measure with 9,271,155 shares voting to declassify the Board of Directors and 2,065,249 shares voting against the proposal. The full proposal is attached below and the results were filed in an 8K Comverge, Inc filed with the Securities and Exchange Commission on May, 7 2010.
“I was happy that shareholders overwhelmingly supported the proposal,” said Bradley Tirpak a founding member of SAVE. “The Board of Directors has received a clear message from shareholders that it is time to declassify the Board as soon as possible. I believe Comverge is well positioned to provide solutions to the utility industry and can play a key role in the roll out of the smart grid.”
About SAVE:
Shareholder Advocates for Value Enhancement (SAVE) is an independent group of investors whose members are committed to enhancing long-term value for shareholders by advocating for improved corporate governance, efficient operations and aligning compensation with shareholder returns. For more information, visit www.shareholder-advocates-for-value-enhancement.com.
About Comverge:
With over 3,300 megawatts of clean energy capacity under management, Comverge is a leading provider of comprehensive smart grid, demand management, and energy efficiency solutions that improve grid reliability and supply electric capacity by reducing base load and peak load energy consumption. For more information, visit www.comverge.com.
STOCKHOLDER PROPOSAL FOR THE COMVERGE, INC. MAY 5, 2010 ANNUAL MEETING
PROPOSAL 4
REPEAL OF THE CLASSIFIED STRUCTURE OF THE BOARD OF DIRECTORS
Management has received the following proposal from Mr. Bradley Tirpak of 50 Orchard Street, #5, New York, New York 10002, the owner of 2,500 shares, who intends to submit the following proposal at the meeting:
RESOLVED, Shareholders request that our Directors take the steps necessary, in the most expeditious manner possible, in compliance with applicable law, to adopt annual election of each director. This includes complete transition from the current staggered system to 100% annual election of each director in one election cycle unless this is absolutely impossible. Shareholders also request that this transition is made solely through direct action of our board if feasible.
REASON: The Council of Institutional Investors www.cii.org formally recommends adoption of this proposal topic. This topic also won a 69% yes-vote average at 44 major companies in 2007.
Arthur Levitt, Chairman of the Securities and Exchange Commission, 1993-2001 said: “In my view it’s best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them.”
The advantage for the adoption of this proposal should be evaluated in the context of our company’s overall corporate governance.
- The board has seen heavy turnover since the company came public. Of the nine original directors, only three have served continuously since the IPO.
- Eight individuals currently serve on the Board of Directors. Six of the eight directors have never faced an election.
- The CEO and the Vice President of Sales have both resigned in the past year. There has not been a full time permanent CEO for the past six months.
- The company has other defensive mechanisms to thwart unwanted takeover attempts without needing a staggered board.
Annual elections of Directors will allow the Board to fulfill its fiduciary duty to shareholders and create long term value for the corporation.