Legion Partners: Institutional Shareholder Services Recommends RCMT
Stockholders Vote The GOLD Proxy Card
Leading Proxy Advisory Firm Affirms the Need for Change
Cites Board's Long-Standing Lack of Responsiveness to Shareholder Concerns
LOS ANGELES, Nov. 25, 2013
LOS ANGELES, Nov. 25, 2013 /PRNewswire/ -- Legion Partners Asset Management,
LLC ("Legion Partners"), together with IRS Partners No. 19, L.P. and certain
other stockholders (collectively, the "Stockholder Group") of RCM
Technologies, Inc. (NASDAQ: RCMT) ("RCM"), announced today that Institutional
Shareholder Services ("ISS"), a leading independent proxy voting advisory
firm, has recommended that stockholders of RCM vote on the Stockholder Group's
GOLD proxy card to support the election of director nominee Roger H. Ballou.
The Stockholder Group urges stockholders to vote the GOLD proxy card to
support the election of its two highly qualified nominees - Roger H. Ballou
and Bradley S. Vizi - to the RCM Board of Directors (the "Board") at the 2013
Annual Meeting of Stockholders scheduled for December 5, 2013 (the "2013
According to ISS, the Stockholder Group "has made a case for change at the
board level based on poor relative shareholder returns, weak operating
performance, and a history of poor governance practices."
The current Board and management team of RCMhave overseen a decline in sales
from $214.2 million in 2007 to $161.9 million in the last twelve-month period
ending September 28, 2013, a drop of approximately 24%. Over the same period,
EBITDA (operating earnings excluding depreciation and amortization) has
declined from $11.6 million to $7.9 million, a drop of approximately 32%.
After hearing the Stockholder Group's case for change and conducting its own
detailed analysis of both sides' positions in the election contest, ISS
concluded that RCM's "operating performance had been steadily deteriorating
since 2007. The recent top line improvement, moreover, did not drive a similar
improvement in profits. Further, if the recent increase in revenue is being
driven from one large deal in the engineering segment, it is difficult to call
this a revenue 'trend.'"
ISS continued: "Despite some recent enhancements to RCM's corporate
governance, the reactionary nature of these changes, the continued presence of
poor practices, such as the 80% requirement to call a special meeting, and the
board's long-standing lack of responsiveness to shareholder concerns, as
expressed in increasingly high withhold votes for more than half a decade, all
auger for some change at the board level."
Additionally, ISS recommended that stockholders vote AGAINST the Company's
advisory vote on executive compensation and FOR the Stockholder Group's
proposal to require an independent Board chair, citing the fact that "the
board has not demonstrated strong independent oversight of management, as
manifested in the persistent executive compensation concerns. These concerns
suggest that the level of independent board oversight of management,
particularly that of the CEO, is not sufficient. Shareholders may benefit from
a board led by an independent chair that can provide better oversight of
Legion Partners' Bradley Vizi said, "We welcome ISS' independent analysis and
conclusion that the interests of all stockholders are better served by voting
the GOLD proxy card. After years of abuse that included pay packages grossly
out of scale with the Company's performance and the long-term return to
stockholders, we value ISS' support for much needed change. Stockholders
deserve a proactive Board that works in the interest of ALL RCM stockholders."
Glass Lewis, another leading proxy advisory firm, also noted the following:
"We do have some concerns though as to whether the recent governance
initiatives go far enough to be considered as true reforms. First, we note
that the board declassification is being phased in over a three-year period.
In our view, shareholders would have been better served with an immediate
declassification of the entire board, which in turn would have allowed
shareholders to hold all of the Company's directors accountable beginning this
"Further, we are concerned that the Company's recently-adopted majority vote
standard for uncontested director elections does not take such standard far
enough and, when examined more closely, lacks the substance that shareholders
deserve. The most troubling aspect of the Company's majority voting policy is
the fact that any nominee who receives "withhold" votes from a majority of
votes cast for his/her election will be required to submit a letter of
resignation to the board, and therefore the board retains the ultimate
authority to allow the director to continue to serve on the board."
The Stockholder Group urges its fellow stockholders to support ISS' calls for
change on the RCM Board by voting the GOLD proxy card today.
VOTE FOR CHANGE AT RCM -- PLEASE SIGN, DATE AND MAIL THE GOLD PROXY CARD TODAY
If you have any questions, require assistance with submitting your GOLD proxy
card or need additional copies of the proxy materials, please contact:
OKAPI PARTNERS LLC
437 Madison Avenue, 28th Floor
New York, NY 10022
Call Toll-Free at: (877) 566-1922
SOURCE Legion Partners Asset Management, LLC
Contact: Clifford A. Miller, (818) 973-4297
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