Support.com, Inc. SPRT ("Support.com" or the "Company") today confirmed that it has received a notice of nomination from Viex Capital Advisors, LLC ("Viex") regarding its intention to nominate five director candidates in an attempt to replace a majority of Support.com's Board of Directors at the Company's 2016 Annual Meeting of Stockholders. Support.com stockholders are not required to take any action at this time. The Company issued the following statement:
"Support.com strives to maintain constructive, ongoing communications with all of its stockholders and welcomes and values their input. We have been engaged in an ongoing dialogue with Viex and other stockholders to discuss their views on our Board composition, governance, business strategy and performance. In light of our extensive efforts to constructively engage with Viex and the other members of its investor group since last October, we are disappointed they have abandoned our private conversation and are now publicly threatening a costly and distracting proxy contest to replace five out of the six members of our Board. We believe this is a counterproductive tactic that risks destabilizing the execution of our ongoing initiatives for creating value for all Support.com stockholders.
"Our Board is comprised of six highly qualified and very experienced directors, five of whom are independent and all of whom are actively engaged in overseeing the execution of Support.com's strategic plan to drive increased stockholder value creation. Reflective of our continuing commitment to ensure our Board has the right perspectives, insights, experiences and competencies, the Nominating and Governance Committee recently undertook a thorough search process to find additional independent directors who would expand the depth and breadth of the Board. As a result of that process, earlier this year, we added Elizabeth Fetter, Lowell Robinson and Tim Stanley, each of whom replaced a director who resigned from the Board. Ms. Fetter, and Messrs. Robinson and Stanley have extensive senior management, technology and governance experience and their fresh perspectives and insights will be extremely valuable to the Company."
The Support.com Board will present its formal recommendation regarding director nominations in the Company's definitive proxy statement to be filed with the Securities and Exchange Commission. The Company has not yet scheduled its 2016 Annual Meeting of Stockholders.
Stockholders interested in learning more about the Company's strategy for driving stockholder value, or speaking with a member of the management team, should contact Jacob Moelter in Investor Relations at (650) 556-8595.
Morgan, Lewis & Bockius LLP is serving as legal advisor to Support.com.
About Support.com
Support.com, Inc. SPRT is the
leading provider of cloud-based software (Nexus®) and services to
deliver next-generation technical support. Support.com helps leading
brands in software, electronics, communications, retail, Internet of
Things (IoT) and other connected technology industries deepen their
customer relationships. Customers want technology that works the way
it's intended. By using Support.com software and services, companies can
deliver a fantastic customer experience, leading to happier customers, a
stronger brand and growing revenues.
For more information, please visit www.support.com or follow us on Twitter @support_com.
Support.com, Inc. is an Equal Opportunity Employer. For more information, visit http://www.support.com/about-us/careers.
Safe Harbor
This press release contains "forward-looking
statements" as defined under the U.S. federal securities laws, including
the Private Securities Litigation Reform Act of 1995, and is subject to
the safe harbors created by such laws. Forward-looking statements
include, for example, all statements relating to growth and projections
of revenue; the plans and objectives of management for future
operations, customer relationships, products, services or investments;
personnel matters; strategic initiatives; and future performance in
economic and other terms. Such forward-looking statements are not
guarantees of future operational or financial performance and are based
on current expectations that involve a number of uncertainties, risks
and assumptions that are difficult to predict. Therefore, actual
outcomes and/or results may differ materially from those expressed or
implied by such forward-looking statements. Those risks and
uncertainties include, but are not limited to, our ability to retain and
grow major programs, our ability to expand and diversify our customer
base, our ability to market and sell our Nexus software-as-a-service
(SaaS) offering, our ability to maintain and grow revenue, our ability
to successfully develop new products and services, our ability to manage
our workforce, our ability to operate in markets that are subject to
extensive regulations, such as support for home security systems, our
ability to control expenses and achieve desired margins, risks related
to the actions of activist stockholders, including the amount of related
costs incurred by Support.com and the disruption caused to Support.com's
business activities by these actions and general domestic and
international economic conditions. These and other risks may be detailed
from time to time in Support.com's periodic reports filed with the
Securities and Exchange Commission, including, but not limited to, its
latest Annual Report on Form 10-K and its latest Quarterly Report on
Form 10-Q, copies of which may be obtained from www.sec.gov.
The forward-looking statements in this press release are made as of the
date hereof. Notwithstanding changes that may occur with respect to
matters relating to any forward-looking statements, Support.com assumes
no obligation to publicly update, amend or clarify its forward-looking
statements, whether as a result of new information, future events or
otherwise, except as may otherwise be required by the federal securities
laws. Support.com, however, reserves the right to update such statements
or any portion thereof at any time for any reason.
Important Additional Information And Where To Find It
Support.com,
its directors and certain of its executive officers are deemed to be
participants in the solicitation of proxies from the Company's
stockholders in connection with the matters to be considered at the
Company's 2016 Annual Meeting of Stockholders. Information regarding the
names of the Company's directors and executive officers and their
respective interests in the Company by security holdings or otherwise
can be found in the Company's proxy statement for its 2015 Annual
Meeting of Stockholders, filed with the Securities and Exchange
Commission ("SEC") on April 16, 2015. To the extent holdings of the
Company's securities have changed since the amounts set forth in the
Company's proxy statement for the 2015 Annual Meeting of Stockholders,
such changes have been reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed
with the SEC. These documents are available free of charge at the SEC's
website at www.sec.gov.
Support.com intends to file a proxy statement and accompanying WHITE
proxy card with the SEC in connection with the solicitation of proxies
from Support.com stockholders in connection with the matters to be
considered at the Company's 2016 Annual Meeting of Stockholders.
Additional information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise, will be
set forth in the Company's proxy statement for its 2016 Annual Meeting,
including the schedules and appendices thereto. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT
AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY
SUPPORT.COM WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain the Proxy Statement, any amendments
or supplements to the Proxy Statement, the accompanying WHITE
proxy card, and other documents filed by Support.com with the SEC for no
charge at the SEC's website at www.sec.gov.
Copies will also be available at no charge at the Investor Relations
section of the Company's corporate website at www.Support.com
or by contacting Support.com's proxy solicitation firm, Mackenzie
Partners, Inc., by mail at 105 Madison Avenue, New York, New York 10016,
by phone at (212) 929-5500 (Call Collect) or Toll-Free (800) 322-2885,
or by email at proxy@mackenziepartners.com.
© 2016 Support.com, Inc. Support.com, the Support.com logo and Nexus are trademarks or registered trademarks of Support.com, Inc. in the United States and other countries.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160328005281/en/
Investors:
Support.com
Jacob Moelter, 650-556-8595
Investor
Relations
jacob.moelter@support.com
or
Media:
Sard
Verbinnen & Co
Mark Harnett/Robin Weinberg or Leah Polito
212-687-8080
or 415-618-8750
© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
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