{"id":387648,"date":"2020-11-24T08:33:29","date_gmt":"2020-11-24T13:33:29","guid":{"rendered":"http:\/\/www.marketnewsdesk.com\/?p=387648"},"modified":"2020-11-24T08:33:29","modified_gmt":"2020-11-24T13:33:29","slug":"leading-proxy-advisory-firm-institutional-shareholder-services-recommends-tessco-shareholders-vote-on-barnhills-white-consent-card","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/leading-proxy-advisory-firm-institutional-shareholder-services-recommends-tessco-shareholders-vote-on-barnhills-white-consent-card\/","title":{"rendered":"Leading Proxy Advisory Firm, Institutional Shareholder Services, Recommends Tessco Shareholders Vote On Barnhill’s WHITE Consent Card"},"content":{"rendered":"
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ISS Highlights TESSCO’S Negative Total Shareholder Returns (“TSR”) Under Current Board During all Relevant Measurement Periods<\/h2>\n

ISS Underscores TESSCO Board’s Dubiously-Timed Entrenchment Tactics to Silence Barnhill and Potentially Disenfranchise Shareholders<\/h2>\n

ISS Recognizes TESSCO Board’s Demonstrative Reluctance to Embrace Board Composition and Governance Changes<\/h2>\n

Barnhill Responds to Reactive Settlement “Proposal” from the TESSCO Board in Light of ISS Recommendation<\/h2>\n

PR Newswire<\/p>\n<\/p><\/div>\n

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\n HUNT VALLEY, Md.<\/span>, Nov. 24, 2020<\/span> \/PRNewswire\/ —\u00a0Robert B. Barnhill, Jr., the founder and largest shareholder of TESSCO Technologies, Incorporated (NASDAQ: TESS) (“TESSCO” or the “Company”), today acknowledged that Institutional Shareholder Services Inc. (“ISS”), one of the leading proxy advisory firms advising institutional investors, has recognized the need for change on the Company’s Board of Directors (the “Board”).\u00a0 ISS has recommended its clients to support Mr. Barnhill’s consent solicitation by consenting on the WHITE<\/b> consent card to remove John D. Beletic<\/span>, to add relevant industry expertise and independent viewpoints to the Board by adding two of Mr. Barnhill’s independent director candidates and to repeal the Board’s unilateral bylaw amendment doubling the threshold requirement for shareholders to call a special meeting from 25% to 50%. <\/p>\n

Though ISS only called for the removal of Mr. Beletic from the Board, it stated that shareholders would be best served by the removal of both<\/u><\/i> Mr. Beletic and Jay G. Baitler<\/span><\/u>.\u00a0 ISS noted that this recommendation was a consequence of the Company’s dubiously timed and delayed effort at Board refreshment, which has created suboptimal proxy voting mechanics.\u00a0 As a result, we believe the Company has intentionally and severely attempted to disenfranchise shareholders. <\/p>\n

Mr. Barnhill respectfully disagrees with ISS’ recommendation not to consent to elect Emily Kellum (Kelly) Boss<\/span> and John W. Diercksen<\/span> to the Board, as Ms. Boss and Mr. Diercksen provide skills, experience and independence which ISS identified as necessary contributions to a reconstituted Board. <\/p>\n

***Shareholders should also be warned that, if shareholders only consent to remove Mr. Beletic and only elect two of Mr. Barnhill’s independent nominees, the Board may elect to re-appoint Mr. Beletic to the Board, against shareholder wishes, but not inconsistent with past actions taken by the Board.\u00a0 Therefore, it is essential that shareholders consent to remove Mr. Beletic, Mr. Baitler, Paul J. Gaffney<\/span> and Morton F. Zifferer, Jr.<\/span>1<\/sup> and elect all four independent, highly-qualified and experienced candidates proposed by Mr. Barnhill.<\/u><\/b>\u00a0 If the Board is reconstituted in this manner, the reconstituted Board will take input from shareholders to appoint two additional directors, either Ms. Martine and Mr. McCray or other individuals, after considering all feedback received.***<\/p>\n

Important statements by ISS in its voting recommendation include:2<\/sup><\/p>\n

\n The Board’s Defensive Mentality and Hostile Approach to the Consent Solicitation<\/b>\n <\/p>\n