PR Newswire
NEW YORK, June 4, 2018
NEW YORK, June 4, 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 a leading proxy advisory firm, Institutional Shareholder Services ("ISS"), has recommended that Acacia stockholders vote on the BLUE proxy card FOR the election of both Sidus nominees – Clifford Press and Alfred V. Tobia Jr. – to the Company'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. Previously, Glass, Lewis & Co., LLC ("Glass Lewis") recommended that Acacia stockholders vote FOR Sidus nominee Alfred V. Tobia Jr. on Sidus' BLUE proxy card. Both ISS & Glass Lewis are the leading independent proxy advisory firms in the United States and their recommendations are relied upon by many institutional investors and other fiduciaries.
ISS and Glass Lewis made clear that stockholders should NOT vote on the Company's white proxy card.
ISS, in recommending for both Sidus nominees, concluded that stockholders should vote on the BLUE proxy card, saying1:
With regard to Acacia's significant underperformance, ISS noted:
Referencing the Company's concerning compensation schemes, ISS said:
When analyzing Acacia's Board composition and lack of independence, ISS noted:
ISS sharply criticizes Acacia's irregular executive structure, saying:
Glass Lewis previously said:
Alfred V. Tobia Jr., Co-Founder and Managing Member of Sidus Investment Management, said, "We are pleased that both leading proxy advisory firms, ISS and Glass Lewis, have supported our call for change at Acacia and especially that ISS recommended stockholders vote on the BLUE proxy card for the election of our full slate – Clifford Press and me – to the Board. After Acacia's unilateral appointment of four directors – two of which were named to the Board just four days after the Company invited Sidus' nominees to interview with the Nominating and Governance Committee – it is finally time for stockholders to be heard and for them to elect representatives of their choosing.
"Acacia's stockholders have suffered years of severe underperformance and abysmal corporate governance practices, and incumbent directors G. Louis Graziadio III and Frank Walsh III must be held accountable for their role in destroying stockholder value and as the architects of the Company's misaligned compensation schemes. The removal of these two incumbents, and the election of truly independent directors who have the best interests of all stockholders at heart, is imperative. We are committed to driving necessary change at Acacia and ensuring that stockholders' interests remain paramount in the boardroom. Acacia stockholders deserve a Board that is free of conflict and focused on proper governance, management accountability, selecting the right leader for Acacia as its new CEO, and driving value through the execution of a coherent strategy clearly articulated to its stockholders. We are committed to electing our full slate and are hopeful stockholders will support our case for change at the upcoming 2018 Annual Meeting."
Given this clear support for change from leading proxy advisory firms, as well as the fact that the Annual Meeting will occur in a mere 10 days, Sidus cautions Acacia once again to refrain from making any improper investments or taking any major corporate actions until stockholders have had the opportunity to elect directors of their choosing, and until those directors are seated on the Board.
Stockholders have a crucial opportunity to start the recovery at Acacia by removing directors with track records of self-dealing and value destruction - Executive Chairman Louis Graziadio and Strategic Committee Chairman Frank Walsh - and sending a powerful message to legacy incumbent directors that their pattern of failure will no longer be tolerated.
Sidus' two highly-qualified independent nominees, Clifford Press and Alfred V. Tobia Jr., have demonstrated records of success in achieving positive change for stockholders and will help restore Acacia to the basic governance structures required at a public company listed on a major exchange in the United States.
ALL SIDUS MATERIALS ARE AVAILABLE AT WWW.RESCUEACACIA.COM
FOLLOW ISS AND GLASS LEWIS' RECOMMENDATIONS AND VOTE FOR CHANGE ON THE BLUE PROXY CARD TODAY.
1 Permission to quote from the ISS and Glass Lewis reports was neither sought nor obtained. Emphases added.
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SOURCE Sidus Investment Management, LLC
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