| 2019-04-16 08:13:39|
AMBR 08:13 04/16 04/16/19
Amber Road directors urge shareholders to vote for director nominees
Amber Road published a letter from two of its independent directors Barry Williams and Ralph Faison each of whom is a member of the Nominating and Corporate Governance Committee. The letter read in part, "At our 2019 Annual Meeting of Stockholders, you have important choices to make that will greatly impact the direction the Company takes in the future. Activist investor Altai Capital Osprey has hand-picked and nominated two candidates to the Board - Marshall Heinberg and Jim Watson. After careful consideration, the Board determined that Altai's nominees lack the requisite industry knowledge and skillset to serve as meaningful members of the Board. The Board strongly recommends that you vote for the Company's nominees - incumbent director Rudy Howard, and two new director nominees - Andre Toet and Kenneth Traub...We value engagement with all stockholders. At the 2018 Annual Meeting of Stockholders, in response to feedback received from some of our stockholders, we began leveraging our robust stockholder engagement program to solicit critical input from these stockholders on a number of issues, including corporate governance and executive compensation. This iterative dialogue remains ongoing. As a result of the valuable feedback we received, we've continued to make a number of enhancements, which has resulted in our Board nominating new independent directors with specific sets of skills and experience to accelerate the governance and compensation improvements already under way. As Nominating and Corporate Governance Committee members of your Board, we are excited to nominate two new independent director cadndidates this year - Andre Toet and Ken Traub...We are also asking that you re-elect one incumbent director, Rudy Howard....Unfortunately to this day, Altai has chosen the path that in our opinion threatens Amber Road's ability to further create value for you by nominating candidates to perpetuate its conflicted agenda. Marshall Heinberg, an Altai nominee, has held a series of consulting and advisory roles with financial/transactional experience. Another nominee, James Watson, also touts transactional experience gained from various venture capital and private equity positions he'd held throughout his career. Neither Altai nominee, in our view, has any complementary expertise in global supply chain, logistics, trade or technology that would bring relevant insights into boardroom strategy discussions. What we frankly believe they share in common is the same transactional skill set which could aid Altai's conflicted and self-seeking aims. All of our existing directors and those new independent directors on the Company's slate have considerable transactional experience and skills. The existing Board is adept at running a sale process should the need arise and evaluating proposals that alter the Company's strategic plan without being burdened by the Altai conflict...We believe that healthy debate from a diversity of perspectives is a positive attribute in any boardroom, which is the primary reason why your Board mindfully refreshed itself to bring in new perspectives. Yet, disruptive voices for disruption's sake often become a negative distraction. Simply put, your Board's strategic plan always permits consideration of strategic opportunities that are in the best interests of all stockholders. But, in our opinion, Altai's single-minded, self-serving path will not generate optimal value creation for other stockholders. Altai's prior behavior, including its push to sell the Company to a firm in which it owned an economic stake, and more recent refusal to let the Company speak to its candidates or negotiate a settlement in good faith, should, in our view, give every stockholder a healthy skepticism about Altai's claimed motivations. As your fiduciaries, Amber Road's Board is on a different path - one where creating value for our stockholders drives all of our collective efforts. We strongly urge you to support management and the newly refreshed Board as they work to create value for all stockholders."