Under the terms of the settlement, Telular has agreed to nominate, as a new director, Simcoe’s candidate Jeffrey Jacobowitz, founder and managing partner of Simcoe Partners, a Telular shareholder.
As part of the settlement agreement, Simcoe, which owns 950,000 shares, or 5.1% of Telular common stock, has agreed to cease its own proxy solicitation, withdraw its nominees for consideration at the 2009 annual meeting of the stockholders, and to vote its shares of Telular common stock in support of the board’s nominees.
In view of the settlement agreement with Simcoe and the termination of the proxy contest, John Berndt, who has served on Telular’s board of directors since 1996, has announced that he will retire from the board of directors and will not stand for re-election. Additionally, a new chairman of the board will be determined by its members at the board’s first regular meeting, immediately following the annual stockholders’ meeting.
Joe Beatty, president and CEO of Telular, said: We are pleased to have reached an agreement, which ultimately we believe is in the best interest of all Telular stockholders. We remain focused on a number of opportunities ahead of us in new markets and geographies. I believe the proposed slate of directors will best advise the company to achieve these strategic initiatives.
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