ISS Concludes Plurality Voting Standard Proposal Increases Likelihood
that Shareholders' Preferences Will be Respected
Glass Lewis Notes Universal Proxy Card Adds Clarity and Transparency
and Enables Shareholders to Make a More Precise Voting Decision
SUNNYVALE, Calif. & YOKNEAM, Israel--(BUSINESS WIRE)--
Mellanox Technologies, Ltd. (NASDAQ: MLNX), a leading supplier of
high-performance, end-to-end smart interconnect solutions for data
center servers and storage systems, today announced that independent
proxy advisory firms, Institutional Shareholder Services ("ISS") and
Glass, Lewis & Co. ("Glass Lewis"), have recommended that Mellanox
shareholders vote "FOR" both of the Company's best-in-class governance
proposals at the extraordinary general meeting ("EGM") scheduled to be
held on May 24, 2018.
In its May 11, 2018 report, ISS stated1:
"A majority vote standard in uncontested director elections, with a
plurality "carve out" for contested elections, is widely regarded as the
best practice among U.S.-listed companies...Because the article
amendment proposed here will help to ensure that the candidates with the
greatest degree of support are elected, even if their support falls
short of a majority, the amendment will help to ensure that
shareholders' preferences are more accurately reflected. Support for
this proposal is warranted."
"The use of a universal proxy card in a contested director election will
enable shareholders to choose exactly which nominees they prefer;
whether that is the complete slate of management nominees, the complete
slate of dissident nominees, or a combination of the two slates in any
proportion. Support for this proposal is warranted."
In its May 11, 2018 report, Glass Lewis stated2:
"We agree with the board's rationale that a plurality voting standard is
appropriate in the context of a contested election…We recommend that
shareholders vote FOR this proposal."
"All other things held equal, we believe a universal proxy can create a
more level playing field for the nominees and adds clarity and
transparency for shareholders during the voting process…We recommend
that shareholders vote FOR this proposal."
Commenting on the ISS and Glass Lewis reports, Mellanox issued the
"The Mellanox Board is committed to best-in-class governance practices
and is taking the necessary steps to align our governance policies with
shareholder interests and ensure that the composition of our Board
fairly reflects shareholders' intentions. We are pleased ISS and Glass
Lewis have recommended that Mellanox shareholders vote "FOR"
both of Mellanox's best-in-class governance proposals at the Company's
upcoming EGM. These proposals are designed to enhance shareholder choice
in a contested election by allowing shareholders to vote for the
director candidates who they believe will best guide Mellanox's strategy
and success over the long term."
Mellanox reminds shareholders that every vote is important and urges all
shareholders to vote "FOR" the Company's best-in-class
governance proposals TODAY.
Mellanox Technologies (NASDAQ: MLNX) is a leading supplier of end-to-end
InfiniBand and Ethernet smart interconnect solutions and services for
servers and storage. Mellanox interconnect solutions increase data
center efficiency by providing the highest throughput and lowest
latency, delivering data faster to applications and unlocking system
performance capability. Mellanox offers a choice of fast interconnect
products: adapters, switches, software and silicon that accelerate
application runtime and maximize business results for a wide range of
markets including high performance computing, enterprise data centers,
Web 2.0, cloud, storage and financial services. More information is
available at: www.mellanox.com.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995
This release contains "forward-looking statements" (as defined in the
Private Securities Litigation Reform Act of 1995). These statements are
based on Mellanox's current expectations and involve risks and
uncertainties, which may cause results to differ materially from those
set forth in the statements. The forward-looking statements may include
statements regarding actions to be taken by Mellanox as well as
Mellanox's expectations for the outcome of the votes at the upcoming
EGM. Mellanox undertakes no obligation to publicly update
forward-looking statements, whether as a result of new information,
future events or otherwise. Forward-looking statements should be
evaluated together with the many uncertainties that affect Mellanox's
business, particularly those mentioned in the risk factors in Item 1A of
our Annual Report on Form 10-K for the year ended December 31, 2017 and
in our periodic reports on Form 10-Q.
Important Additional Information and Where You Can Find It
Company and certain of its directors and executive officers may be
deemed to be participants in a solicitation of proxies in connection
with the matters to be considered at the EGM and the 2018 AGM.
Information regarding the names of the Company's directors and executive
officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company's preliminary proxy
statement for the 2018 AGM, filed with the SEC on May 9, 2018 and
reports filed by the Company and Forms 3 and Forms 4 filed by the
Company's executive officers and directors with the SEC after May 9,
2018. These documents are available free of charge at the SEC's website
Additional information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise, will be
set forth in the Company's definitive proxy statement for its 2018 AGM,
including the schedules and appendices thereto.
The Company has furnished or intends to furnish its definitive proxy
statements and WHITE proxy cards for the EGM and the 2018 AGM to each
shareholder entitled to delivery of a proxy, and has filed or intends to
file such definitive proxy statements and WHITE proxy cards with the
SEC. THE COMPANY URGES ITS SHAREHOLDERS TO CAREFULLY READ SUCH
DEFINITIVE PROXY STATEMENTS (INCLUDING ANY SUPPLEMENTS OR AMENDMENTS
THERETO), ACCOMPANYING WHITE PROXY CARDS AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Copies of the definitive proxy
statements, any solicitation materials and any other documents filed by
the Company with the SEC will be made available free of charge at the
SEC's website at www.sec.gov.
These documents will also be made available free of charge at https://www.stockholderdocs.com/mlnx
or by contacting the Company's proxy solicitor, Mackenzie Partners, Inc.
1 Permission to use quotations neither sought nor obtained.
Permission to use quotations neither sought nor obtained.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180514005618/en/
Mellanox Technologies, Ltd.
Frank, Wilkinson Brimmer Katcher
Jed Repko, Jeff Kauth, Kaitlin
Kikalo, +1-415-869-3950 / +1-212-355-4449
Communications Public Relations
Jonathan Wolf, +972 3-613-52-84
Gelbart Kahana Investor Relations
Emanuel Kahana, +972
MacKenzie Partners, Inc.
Bob Marese, John Bryan
Source: Mellanox Technologies, Ltd.
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