Microtune has reached an agreement with Ramius and its affiliates relating to the election of directors at Microtune’s 2010 annual meeting of stockholders, which will take place no later than 20 May 2010.
Under the settlement agreement, Microtune and Ramius have agreed upon a slate of nominees, including Drew Peck, a semiconductor analyst and consultant; Robert Rast, a principal at Tsar Digital; and Raghu Rau, formerly a senior vice president at Motorola, to stand for election as new independent directors on the Microtune board.
Two current Microtune directors, Walter S. Ciciora and William P. Tai, who have served as directors of the company since 1996 and 1998, respectively, will not stand for re-election. In addition, as previously announced, Michael T. Schueppert will not stand for re-election.
Ramius has agreed to vote its shares in favour of each of the board’s nominees at the meeting, has withdrawn its previously submitted director nominations, has agreed not to submit any further nominations at the meeting, and has agreed to certain limited standstill restrictions.
Microtune agreed that it will not expand its board beyond its current size of nine directors. The company has also agreed to allow Peck, Rast and Rau to participate as observers to the board at all meetings of the board prior to their election as directors.
"We welcome open dialogue with our stockholders, and we are pleased to have reached this agreement with Ramius, which we believe serves the best interests of all Microtune stockholders," says James A. Fontaine (pictured), president and chief executive officer of Microtune. "We are delighted to nominate and support Drew Peck, Robert Rast and Raghu Rau for election to Microtune’s board. We are confident that their wealth of industry experience and business acumen will be an asset to Microtune, and we look forward to working productively with the new members of the board with a shared commitment to enhancing stockholder value."
Mark R. Mitchell, partner at Ramius, says: "We are pleased to have worked constructively with Microtune with the shared goal of enhancing value for all stockholders. We are confident that the addition of these three new directors will bring a fresh perspective to the board and serve the best interests of Microtune and its stockholders."
