Maguire Asset Management settles with iPass
Maguire Asset Management, which owns 5% of iPass, reached a settlement agreement. Recall Maguire went active in April with the belief that the gross underperformance of the company (where it's off 90% since its 2003 IPO) is the direct result of the incompetence of the board.
There's been multiple (failed) attempts to sell the company over the last seven years. During that time, the company has changed its business plan many times, leading to large a cash burn and losses.
Here are the details of the agreement:
i) to increase the size of the Issuer’s board of directors (the “Board”) from seven (7) to ten (10) members and appoint Damien J. Park, Brent S. Morrison and Richard A. Karp (collectively, the “Stockholder Group Directors”) as new independent members of the Board, effective as of the execution of the Settlement Agreement;
(ii) to appoint Kenneth Traub as an advisor and observer to the Board, effective as of the execution of the Settlement Agreement, until the later of the conclusion of the Standstill Period (as defined below) or the Issuer provides Mr. Traub with written notice of its termination of such positions;
(iii) to appoint Mr. Park as Chairman of the Board, effective as of the conclusion of the 2015 annual meeting of stockholders (the “Annual Meeting”);
(iv) to nominate and solicit proxies for the election of each of the Stockholder Group Directors and current Issuer directors, Gary A. Griffiths, Michael M. Chang, David E. Panos and Michael J. Tedesco (collectively, the “Incumbent Directors”) to the Board at the Annual Meeting;
(v) that effective as of the Annual Meeting, the Board will be comprised of seven (7) directors and the size of the Board will not be increased at any time during the Standstill Period; and
(vi) to use its reasonable best efforts to hold the Annual Meeting no later than June 30, 2015. Additionally, if any Stockholder Group Director is unable to serve as a director, resigns or is removed as a director prior to the end of the Standstill Period, the remaining Stockholder Group Directors may recommend a substitute person(s), who meets certain independence criteria for approval by the Corporate Governance and Nominating Committee of the Board and appointment by the Board within five (5) business days after such committee’s approval.