iPass Inc has reached an agreement with Maguire Asset Management, Francis Capital Management, Foxhill Opportunity Fund. and their respective affiliates and nominees, over the composition of the iPass Board of Directors.
iPass will appoint Damien Park, Richard Karp and Brent Morrison as new independent members of the Board, and Kenneth Traub will serve as an advisor and observer to the Board, all effective immediately. Park will also become chairman of the Board following the iPass 2015 annual meeting of stockholders, scheduled for 30 June, 2015. Park, Karp and Morrison join incumbent Board members John D Beletic, chairman of the Board, Gary Griffiths, president and CEO, Robert J Majteles, Michael Tedesco, Michael Chang, David Panos, and Laurence Toney.
Under the terms of the Agreement, the size of the Board will be increased to ten members until the Annual Meeting at which time it will be reduced to seven members. The Company previously announced that Beletic, Majteles, and Toney will not seek re-election to the Board at the Annual Meeting.
In addition, the Agreement provides that immediately following the Annual Meeting, the Board will form a Strategic Committee to consist of two Stockholder Group directors and one incumbent director to examine the Company's strategic alternatives review process.
"When I was appointed president and CEO three months ago, I mentioned that iPass had no option but to change – change to meet the demands of our business, our customers and, especially, our shareholders," says Griffiths. "As I outlined in our first quarter 2015 earnings call on 7 May, significant changes in iPass' internal operations are well underway. The actions announced today are further indication that we are listening to our shareholders and taking the steps necessary to accelerate revenue growth and the path to profitability. I look forward to continuing down this path with Damien, Richard, and Brent working alongside with Michael Tedesco, Michael Chang, and Dave Panos and welcome Ken as an advisor to the Board."
"I am delighted that we were able to constructively reach this Agreement with the iPass Board," says Damien Park. "As a representative of the Stockholder Group that proposed changes to the Company's Board composition and governance, we are pleased with this compromise, which we believe is in the best interests of all iPass shareholders. We look forward to working with Gary and the other iPass directors toward our common goal of enhancing shareholder value."
The complete Agreement between iPass and the Stockholder Group will be filed on a Form 8-K with the Securities and Exchange Commission (the "SEC"). iPass will file its definitive proxy statement for the Annual Meeting in due course.