22.05.2008 12:28:00
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SM&A Board and Company Founder Steven Myers Reach Agreement Ending Proxy Contest
In a joint statement, SM&A (NASDAQ:WINS) President and Chief Executive
Cathy McCarthy and the company’s founder and
retired Chairman and CEO, Steven Myers, today announced that they had
reached a positive and amicable agreement to resolve the pending proxy
contest for the benefit of all the company’s
stockholders, employees and clients.
Under terms of the agreement, SM&A has agreed to add two new independent
Board members from a pool of candidates to be recommended by major
shareholders--including Mr. Myers--and approved by the Board. They will
replace two existing directors who will voluntarily resign. Mr. Myers
will vote his stock for SM&A’s nine
current directors at the company’s annual
meeting on Friday, May 23. Mr. Myers also agreed to a standstill
agreement that expires in advance of the Company’s
2010 annual meeting. Additional terms will be included in the written
agreement that will be filed with the Securities and Exchange Commission.
Ms. McCarthy said, "We met with each of our
major stockholders over the past few weeks and we take their input
seriously. We are extremely gratified by the overwhelming support we
received for the steps we have taken and are taking to enhance the
future of the company. With this contest behind us I look forward to an
open dialogue with Steve and knowing he is available to share his
insights and experience.”
Said Mr. Myers of the agreement, "This is a
true win for SM&A and all of its stakeholders. Cathy and I are committed
to an ongoing dialogue, which will surely advance SM&A’s
services to its clients, support for its employees and value for its
stockholders. I want to express my support for Cathy, Dwight and the
Board in their efforts to take SM&A to the next level.”
SM&A Chairman Dwight L. Hanger added, "Steve’s
passion for the company he founded, and spent so many years serving,
created the foundation for what we are building today. We are committed
to doing whatever we can to enhance stockholder value. We look forward
over the next several months to working with our major stockholders to
improve the diversity of expertise on our board.” About SM&A
SM&A is the world’s foremost management
consulting firm providing leadership and mentoring solutions to PLAN for
business capture, WIN competitive procurements and profitably PERFORM on
the projects and programs won. Our proven processes, people and tools
have delivered significant top-line and bottom-line growth across
markets, products and services. From the largest aerospace and defense
contractors, through the major software providers, to healthcare and
financial/audit service providers, SM&A is the partner many companies
turn to WHEN THEY MUST WIN.
All stockholders of SM&A are advised to read the definitive proxy
statement and other documents related to the solicitation of proxies by
SM&A for use at the 2008 annual meeting of stockholders of SM&A. They
contain important information regarding the election of directors and
other matters. The definitive proxy statement and form of proxy have
been mailed to stockholders of record of SM&A along with other relevant
documents. They are available at no charge on the SEC’s
website at http://www.sec.gov. In
addition, SM&A will provide copies of the definitive proxy statement
without charge upon request.
Some statements made in this news release refer to future actions,
strategies, or results that involve a number of risks and uncertainties.
Any number of factors could cause actual results to differ materially
from expectations, including a shift in demand for SM&A’s
Competition Management and Program services; fluctuations in the size,
timing, and duration of client engagements; delays, cancellations, or
shifts in emphasis for competitive procurement activities; declines in
future defense, information technology, homeland security, new systems,
and research and development expenditures, and other risk factors listed
in SM&A’s SEC reports, including the
report on Form 10-K for the year ended December 31, 2007. Actual results
may differ materially from those expressed or implied. The company does
not undertake any duty to update forward-looking statements.
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