Tier Technologies (TIER) and the Discovery Group Annouce Details of Agreement
Tier Technologies, Inc. (NASDAQ: TIER) and the Discovery Group, which beneficially owns 13.5 percent of the Company's outstanding shares, today announced that they have entered into an agreement in connection with the Company's 2010 Annual Meeting of Stockholders to be held on April 8, 2010.
Under the terms of the Agreement, Tier will reduce the size of its Board from nine to seven members, effective at the Annual Meeting. Current directors Daniel Donoghue and Michael Murphy, managing members of Discovery who were elected to the Company's Board last year, will serve the remainder of their current terms but will not stand for reelection. The Tier nominees will consist of the remaining seven current directors: Charles Berger, John Delucca, Morgan Guenther, Philip Heasley, David Poe, Ronald Rossetti and Zachary Sadek.
As part of the Agreement, Discovery has agreed to vote its shares in support of the Board's nominees and the Company's proposals at the Annual Meeting. Following the Meeting, the Company will separate the roles of Chairman and Chief Executive Officer. In addition, the Company has agreed to reimburse Discovery for $175,000 of expenses incurred in connection with last year's proxy contest.
"During the course of the last year, we have enjoyed a productive relationship with our fellow directors," said Mr. Murphy. Mr. Donoghue added "We are now confident that the Board and management team at Tier are appropriately focused on shareholder value. We are excited about the Tier management team's strategy for profitable growth."
Speaking on behalf of the Tier Board of Directors, lead independent director Phil Heasley commented that "Dan and Mike have served all shareholders well by bringing their expertise to this Board. We greatly value the contributions they made over the past year, and we respect their decision to depart from the Board." Chief Executive Officer Ron Rossetti added that "Management has benefited from Dan and Mike's added shareholder perspective. Their views have helped us plan and execute Tier's important strategic initiatives."
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