Gilead 'extremely disappointed,' see running slate of Landauer directors
Gilead Capital in a regulatory filing says it is "extremely disappointed" with the response provided by Landauer "filed within just a few hours" of the firm's sending an open letter to the board on November 22. The board's actions and the private letter sent "are wholly inadequate and not only fail to address the Reporting Persons' concerns but exacerbate them," Gilead Capital writes. It adds, "The Reporting Persons are dismayed that Executive Chairman Michael Leatherman remains on the Board and that the Board intends to nominate him for re-election as a director, though not as Executive Chairman, at the 2017 annual meeting of stockholders...The Reporting Persons are alarmed by the Board's determination in the Private Letter that Mr. Leatherman's misrepresentation of his credentials is 'not material' despite the fact that, (i) as interim CFO and a member of the Audit Committee, he presided over the preparation of the 2011 to 2014 financial statements of the Issuer that ultimately needed restatement or revision, and (ii) as an individual with no prior industry experience relevant to radiation measurement, the Board held out Mr. Leatherman's CPA status as a material qualification for his election as a director...The Reporting Persons have privately informed the Issuer of its grave concerns with the response and reiterated that Mr. Leatherman should be removed as a director and officer immediately. In light of the Form 8-K response, the Private Letter, and the apparent ongoing refusal to publicly and transparently address the governance concerns raised by the Reporting Persons, the Reporting Persons believe the Board has failed to place the best interests of stockholders ahead of the personal interests of insiders. Accordingly, the Reporting Persons believe they are left with no alternative but to run a slate of directors in opposition to the Board's nominees at the 2017 Annual Meeting."