RCM Technologies' Largest Stockholder Calls on Management to Schedule 2013
Legion Partners Asset Management Requests Detailed Reason for Delay
Stockholders Deserve Timely Opportunity to Vote on Highly Qualified Candidates
for Board of Directors
LOS ANGELES, May 15, 2013
LOS ANGELES, May 15, 2013 /PRNewswire/ -- IRS Partners No. 19 (together with
its affiliates, "IRS Partners"), the largest stockholder of RCM Technologies,
Inc. (NASDAQ:RCMT) ("RCM" or the "Company") today called on Company management
to establish a record date and promptly schedule the 2013 annual meeting of
stockholders. Stockholders also deserve a thorough explanation as to why the
Company broke a decade long practice by failing to set a mid-June meeting
RCM historically has held its annual meeting in mid-June, with a record date
for stockholders in mid-April. This year, however, RCM has yet to schedule an
annual meeting and offered no reasonable explanation for the delay –
potentially undermining the rights of stockholders to be heard.
"The stockholders of RCM deserve the opportunity to participate in an open and
transparent process that allows them to elect the two highly qualified
candidates that IRS Partners has nominated to the RCM Board of Directors and
make appropriate corporate governance changes through an annual ballot," said
Bradley Vizi, a partner at Legion Partners Asset Management, which manages a
13.4% stake held by IRS Partners and its affiliates.
"RCM faces a number of challenges, as illustrated by substantial multi-year
declines in both sales and profits," Mr. Vizi continued. "Now is not the time
to perpetuate the status quo or disenfranchise stockholders. There is
considerable work to be done to enhance value for all stockholders, as the
company's financial performance meanders near historic lows. We believe the
first step toward this goal is to engage all stockholders in a fair and
democratic process by convening an annual meeting. We believe the Company's
recent corporate actions to lower the company's poison pill threshold without
stockholder approval and now delay the annual meeting is further evidence of
an entrenched board that warrants change."
Mr. Vizi said Legion Partners has engaged in discussions with management about
ways to enhance value for all stockholders and has nominated two highly
qualified candidates to stand for election to RCM's Board of Directors and
submitted three stockholder proposals to improve the corporate governance
practice at RCM.
About Legion Partners Asset Management
Legion Partners Asset Management, LLC is a California-based registered
investment advisor that provides investment management and consulting services
to public and corporate pension funds, taxable and other corporate funds, high
net worth individuals and family foundations, as well as other institutional
CERTAIN INFORMATION CONCERNING PARTICIPANTS
IRS Partners No. 19, L.P., a Delaware limited partnership ("IRS Partners"),
together with the other Participants (as defined below), intends to make a
preliminary filing with the Securities and Exchange Commission ("SEC") of a
proxy statement and accompanying proxy card to be used to solicit proxies for
the election of its slate of director nominees at the 2013 annual meeting of
stockholders of RCM Technologies, Inc., a Nevada corporation (the "Company").
IRS PARTNERS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.IN
ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.REQUESTS FOR COPIES SHOULD
BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, OKAPI PARTNERS, TOLL-FREE AT
(877) 285-5990 OR VIA EMAIL AT INFO@OKAPIPARTNERS.COM.
The Participants in the proxy solicitation are anticipated to be IRS Partners,
The Leonetti/O'Connell Family Foundation, a Delaware non-profit corporation
(the "Foundation"), M2O, Inc., a California corporation ("M2O"), The Michael
F. O'Connell and Margo L. O'Connell Revocable Trust (the "Trust"), Michael F.
O'Connell, Legion Partners Asset Management, LLC, a Delaware limited liability
company ("Legion Partners"), Christopher S. Kiper, Bradley S. Vizi and Roger
H. Ballou (collectively, the "Participants").
As of the date hereof, the Participants collectively own an aggregate of
1,647,849 shares of common stock of the Company, consisting of the following:
(1) 1,353,775 shares owned directly by IRS Partners, (2) 266,074 shares owned
directly by the Foundation,(3) 22,000 shares owned directly by Mr. Kiper, (4)
1,000 shares owned by Mr. Vizi, and (5) 5,000 shares owned directly by Mr.
Ballou.M20 is the general partner of IRS Partners. The Trust is the sole
voting shareholder of M2O and Mr. O'Connell controls all investment decisions
with respect to the Trust.IRS Partners, M2O, the Trust and Mr. O'Connell may
therefore be deemed to have shared voting and dispositive power over the
common stock owned by IRS Partners. The investment decisions of the Foundation
are controlled by Mr. O'Connell and by virtue of such relationship, the
Foundation and Mr. O'Connell may be deemed to have shared voting and
dispositive power over the common stock owned by the Foundation. IRS Partners
and the Foundation have each entered into an investment advisory agreement
with Legion Partners, pursuant to which Mr. Kiper and Mr. Vizi on behalf of
Legion Partners, exclusively manage IRS Partners' and the Foundation's
investment in the Company and have certain discretion with respect to purchase
and sales of common stock of the Company. As a result, Legion Partners, Mr.
Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect
to the shares held by IRS Partners and the Foundation.
SOURCE Legion Partners Asset Management
Contact: Clifford Miller, (818) 973-4297, Legion Partners Asset Management,
LLC, 1247 Stoner Avenue, #207, Los Angeles, CA 90025
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