Echo Therapeutics, Inc. (Nasdaq: ECTE) commented on the recent proxy statement filings made with the Securities and Exchange Commission (SEC) by Platinum Management (NY) LLC confirming that it intends to conduct a proxy contest in connection with Echo's 2014 Annual Meeting of Stockholders and will solicit proxies for the election to the Echo Board of Directors of a candidate in opposition to one of the candidates recommended for election by the Echo Board. Platinum is currently represented on the five-member Echo Board of Directors by its designee Michael M. Goldberg.
Echo issued the following statement: "The Echo Board of Directors and management team strongly believe that Echo must be run like any other public company — for the benefit of ALL stockholders and, as such, our directors must represent the interests of ALL stockholders and not the agenda of any particular constituency — and are committed to doing just that. We have had extensive discussions with Platinum in the past regarding board representation that culminated in our appointment of Platinum's designee Michael M. Goldberg to our Board. Given the good faith and open-minded manner in which our Board has constructively engaged with Platinum and sought to avoid a proxy contest, including agreeing to place Platinum's designee Michael M. Goldberg on our Board, we are disappointed that, rather than embracing that path of constructive engagement, Platinum is instead now pursuing a costly and disruptive proxy contest to facilitate the advancement of its own agenda. As we will detail for stockholders in revised proxy materials we will distribute to stockholders, to facilitate that agenda, Platinum is now seeking to use its proxy contest to have elected to the Echo Board yet another representative, Shepherd M. Goldberg, who is a first-cousin and long-time close business associate of Michael M. Goldberg."
In light of Platinum's decision to move forward with its proxy contest and solicit proxies in connection with Echo's 2014 Annual Meeting, Echo will be filing revised proxy materials with the SEC commenting on Platinum's opposing solicitation, including a preliminary proxy statement and a revised form of WHITE proxy card. The definitive form of that revised proxy statement will be mailed to Echo stockholders along with the revised form of WHITE proxy card. To allow sufficient time for stockholders to receive and review these revised proxy materials, the date of the 2014 Annual Meeting will be rescheduled and a new record date for determining stockholders entitled to notice of, and to vote at, the 2014 Annual Meeting will be set. Echo will announce both such dates prior to its mailing to stockholders of the revised proxy materials.
Stockholders are advised to discard the proxy materials that they may have already received from Echo and are further advised that, to the extent that they have already given a proxy to Echo, whether in writing or via telephone or internet, all such proxies will be discarded. In order for stockholders to vote on the WHITE proxy card in support of the candidates nominated by the Echo Board, stockholders will be required to complete the revised form of WHITE proxy card that will be mailed to them or vote electronically as provided on the revised form of WHITE proxy card.
Echo is being advised in connection with the proxy contest by Morgan, Lewis & Bockius LLP and Alston & Bird LLP. Laurel Hill Advisory Group, LLC is serving as Echo's proxy solicitor.
TransGlobe Energy Corporation (Nasdaq: TGA) is pleased to announce the appointment of Ms. Susan MacKenzie to its Board of Directors.
Ms. MacKenzie has been an independent consultant since September 2010. Prior thereto, Susan served as Chief Operating Officer with Oilsands Quest Inc., from April 2010 to September 2010. Prior to that, was employed for 12 years at Petro-Canada (an integrated oil and gas company) where she held senior and executive roles including Vice-President of In Situ Development & Operations and Vice-President of Human Resources until Petro Canada was merged with Suncor Energy Inc. in 2009. Susan was also with Amoco Canada for 14 years in a variety of engineering and leadership roles in natural gas, conventional oil and heavy oil exploitation.
Ms. MacKenzie holds a Bachelor of Engineering (Mechanical) degree from McGill University, an MBA from the University of Calgary and is a member of the Association of Professional Engineers and Geoscientists of Alberta (APEGA). Ms. MacKenzie also holds the ICD.D designation from the Institute of Corporate Directors.
Ms. MacKenzie serves and has previously served on several public, private and charitable boards.
"We are very pleased to have Susan join our Board and look forward to her contributions as an independent director of TransGlobe" stated Rob Jennings, Chairman of the Board of Directors.
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General Motors today announced the restructuring of its Global Vehicle Engineering organization to improve cross-system integration, deliver more consistent performance across vehicle programs and address functional safety and compliance in its vehicles.
“A vehicle is a collection of 30,000 individual parts. Fully integrating those parts into cohesive systems with industry-leading quality and safety is key in this customer-driven business,” said Mark Reuss, executive vice president of Global Product Development, Purchasing and Supply Chain.
Global Vehicle Engineering is being restructured to form two new organizations: Global Product Integrity and Global Vehicle Components and Subsystems.
The Global Product Integrity organization, which is effective immediately, will build on specific actions GM has taken in recent years to lead the industry in vehicle dynamics including ride and handling, steering and braking. GM is applying the same approach to overall quality and safety performance and ensure the highest levels of execution across all its vehicles.
- Ken Morris, currently executive director, Global Chassis Engineering, has been named vice president, Global Product Integrity. The newly created role and organization will include vehicle, powertrain and electrical systems engineering as well as vehicle performance, industrial engineering and validation. It also includes the recently formed Global Vehicle Safety organization led by Jeff Boyer, who is overseeing the addition of 35 product investigators. Supplier Quality will now become part of the new Global Product Integrity organization.
- Ken Kelzer, currently vice president, GM Europe Powertrain Engineering, has been named vice president, Global Vehicle Components and Subsystems. His new role and organization includes engineering operations, components development, advanced vehicle development and other engineering business initiatives.
The Global Product Integrity organization will use advanced analysis tools and processes to flag and prevent issues during vehicle development, while also mining field data to react quickly to safety and product quality issues customers may experience.
Morris joined GM in 1989 as a brake systems engineer from Borg Warner Automotive Transmission Systems where he was a test engineer. He has held several key engineering roles at GM, most recently executive director for Global Chassis Engineering, where he was responsible for design and execution for the fuel systems, suspensions, steering, brakes, tires and wheels as well as powertrain interface systems for all GM vehicles. Morris previously was executive director for Global Vehicle Performance, Proving Grounds and Test Labs.
Morris holds a bachelor’s degree of science from Purdue University in Mechanical Engineering.
Kelzer joined GM as an intern in 1982. Most recently, he was vice president of General Motors Europe Powertrain Engineering, where he was responsible for GM’s powertrain operations in Europe. Some of Kelzer’s prior roles include executive chief engineer of full and midsize vehicles, global vehicle chief engineer for rear-wheel drive and performance vehicles, and global functional leader of chassis and accessories.
Kelzer holds a bachelor's degree in Mechanical Engineering from the University of Minnesota and a master’s in Business from the University of Michigan.
With the restructuring, John Calabrese, vice president of Global Vehicle Engineering, has elected to retire after more than 33 years with GM. Calabrese began his GM career in 1981 as an experimental engineer, and has served in a variety of leadership roles in Engineering and Purchasing. He will remain with the company through August to assist with the transition.
“Under John’s leadership, GM has developed industry-leading vehicles in practically every segment in which we compete,” Reuss said. “He raised the bar in Engineering and has us well-positioned for the future. We thank John for his many contributions – and I thank him for his friendship – and wish him the best."
Time Warner Inc. (NYSE: TWX) announced the initial 10 members who will be appointed to the Board of Directors of Time Inc. in connection with the planned spin-off of its publishing division. In March 2013, Time Warner announced plans for the legal and structural separation of Time Inc. from Time Warner through a spin-off. Following the separation, expected to be completed during the second quarter of 2014, Time Inc. will be an independent, publicly traded company. Current Time Inc. CEO Joseph A. Ripp will become Chairman of Board, and the other nine members will be independent Directors.
The other Board members include:
David A. Bell, Chairman and CEO, Slipstream Communications, LLC; former co-Chairman and CEO of The Interpublic Group of Companies, Inc.
John M. Fahey, Non-Executive Chairman and former CEO, National Geographic Society
Manuel A. Fernandez, Former Executive Chairman, Sysco Corporation; former Chairman, President and CEO of Gartner, Inc.
Dennis J. FitzSimons, Chairman, Robert R. McCormick Foundation; former Chairman and CEO, Tribune Company
Betsy D. Holden, Senior Advisor, McKinsey & Company LLC; former co-CEO, Kraft Foods, Inc.
Kay Koplovitz, Chairman and CEO, Koplovitz & Company LLC; founder and former Chairman and CEO, USA Networks
J. Randall MacDonald, CEO, Managing Partner, Windham Mountain Partners; Retired Senior Vice President, Human Resources, IBM
Ronald S. Rolfe, Former Partner, Litigation, Cravath, Swaine & Moore LLP
Sir Howard Stringer, Former Chairman, President and CEO, Sony Corporation
Time Warner Chairman and CEO Jeff Bewkes said: "We have recruited a roster of world-class business leaders who are extremely committed to Time Inc.’s success. These are highly respected executives known for their leadership, integrity, entrepreneurial drive, and deep strategic, operational and technical expertise. Collectively, they provide a wealth of experience in publishing, electronic media, advertising, consumer-facing businesses, and technology that is vital for Time Inc.’s future. As we seek to increase shareholder value for the new Time Inc., I am confident this Board will provide sound independent judgment and guidance to the management team as it works to build and grow the business."
Mr. Ripp commented: "I am honored to lead such an outstanding Board of Directors that shares my commitment and enthusiasm. Their wide range of experience across so many related businesses is going to help lay the foundation for our future. Attracting a board of this caliber illustrates the potential of the organization and our brands. The Board will play a critical role in driving our success and stewarding shareholder capital.”
Biographies for each board member follow:
About David A. Bell
Mr. Bell brings over 40 years of advertising and marketing industry experience to the Board, including serving as CEO of three of the largest companies in the industry–Bozell Worldwide, True North Communications and The Interpublic Group of Companies, Inc. Since 2007, Mr. Bell has led Slipstream Communications, which is an international company providing strategic branding, digital marketing, and public relations services and served as a Senior Advisor to Google Inc. from 2006 to 2009. He is currently a Senior Advisor to AOL and has been an Operating Advisor at Pegasus Capital Advisors LP since 2004.
Mr. Bell currently holds positions on early-stage company boards including Double Verify, Your Tango, Resonate Networks, Appinions and Dstillery. He has also served on the boards of multiple publicly-traded companies, including President and CEO of The Interpublic Group of Companies Inc. from 2003 to 2005 and Director of PRIMEDIA Inc. from 2001 to 2010.
About John M. Fahey
Mr. Fahey has been Chairman of National Geographic Society, a non-profit scientific and educational organization, since January 2011. Prior to that, Mr. Fahey served as its Chief Executive Officer from 1998 to 2013 and as its President from 1998 to 2010. During his tenure as President and Chief Executive Officer of National Geographic Society, he led its entry into cable television (now available in 171 countries), the expansion of its magazine (now published in English and 39 local-language editions), and the extension of National Geographic content into digital media. Mr. Fahey joined the National Geographic family in 1996. Prior to that, he was Chairman, President and Chief Executive Officer of Time Life Inc., a wholly owned subsidiary of Time Warner Inc., for seven years. Earlier, Mr. Fahey worked for Home Box Office, where he was instrumental in the startup of CINEMAX, and was a circulation manager for TIME magazine.
Mr. Fahey serves as a Member of the Smithsonian Board of Regents, a six-year term he was appointed to by President Obama in February 2014. He also serves on the Board of Johnson Outdoors Inc.
About Manuel A. Fernandez
Mr. Fernandez served on the Board of Sysco Corporation, a global leader in selling, marketing and distributing food products, for seven years, holding the titles of Executive Chairman (to which he was appointed in 2012) and Non-Executive Chairman of the Board (to which he was appointed in 2009) until his retirement in November 2013. Contemporaneous with his tenure at Sysco, he held the positions of Managing Partner of SI Ventures, LLC, a venture capital partnership focusing on information technology and communications infrastructure companies that enable e-business, since 2000; Chairman, President and Chief Executive Officer of Gartner, Inc., a leading information technology research and consulting company, from 1989 until 2000; and President and Chief Executive Officer of three technology-driven companies: Dataquest, Inc., Gavilan Computer Corporation and Zilog Incorporated.
Mr. Fernandez has served on the Board of Directors of Flowers Foods since 2005 and on the Board of Directors of Brunswick Corporation as Lead Director since 1997. He is a former Chairman of the Board of Trustees of the University of Florida.
About Dennis J. FitzSimons
Mr. FitzSimons has served as Chairman of the Chicago-based Robert R. McCormick Foundation, a charitable organization with extensive assets since 2004. Prior to that, Mr. FitzSimons was the Chief Executive Officer of Tribune Company from 2003 to 2007 and Chairman from 2004 to 2007, stepping down upon completing the sale of the company. Mr. FitzSimons began his 25-year career at Tribune in 1982, spending his first 17 years in the broadcast division in positions of increasing responsibility, including General Manager of WGN-TV, Chicago, and President and Chief Executive Officer of Tribune Broadcasting. He was appointed Executive Vice President of Tribune Company in January 2000, with responsibility for the company’s broadcasting, publishing and digital groups, as well as the Chicago Cubs. He was elected to the Tribune Company Board of Directors in 2000 and named President and Chief Operating Officer in July 2001 before becoming Chairman and CEO in January 2003. He started his media career at Grey Advertising in New York.
Mr. FitzSimons serves as a Director of Media General, Inc. He is a Trustee of both Northwestern University and Chicago’s Museum of Science and Industry. Mr. FitzSimons chaired the Media Security and Reliability Council for the U.S. Federal Communications Commission from 2002 to 2004 and served as a Director of The Associated Press from 2004 to 2007.
About Betsy D. Holden
Ms. Holden has been a Senior Advisor to McKinsey & Company, a global management consulting firm, since April 2007, working with clients on strategy, marketing and board effectiveness initiatives. From 2001 to 2003 she was co-Chief Executive Officer of Kraft Foods and from 2000 to 2003 she was Chief Executive Officer of Kraft Foods North America. In addition, at Kraft, she held the positions of President, Global Marketing and Category Development and Executive Vice President, with oversight of operations, IT, procurement, research and development, marketing services, as well as multiple business unit President and line management assignments. Ms. Holden began her career at General Foods in 1982.
Ms. Holden serves on the Boards of Diageo plc, Western Union Holdings, Inc., and Catamaran Corporation. Previously, Ms. Holden also served on the Boards of Tribune and Media Bank.
About Kay Koplovitz
Ms. Koplovitz founded, built and led highly successful USA Networks as Chairman and CEO for 21 years as the first advertiser-supported basic cable network before stepping down in 1998. Since then, she has simultaneously run Koplovitz & Company, a media advisory and investment firm specializing in marketing and growth strategies for early to late-stage companies, and Springboard Enterprises, dedicated to building high-growth technology oriented companies led by women.
Ms. Koplovitz serves on the Boards of Kate Spade & Company, CA Technologies, Inc., and ION Media Networks.
About J. Randall MacDonald
Mr. MacDonald has served as Chief Executive Officer and Managing Partner of Windham Mountain Resort, a four seasons resort located in New York, since June 2013; prior to that, Mr. MacDonald was Senior Vice President of Human Resources at IBM, a global technology and consulting giant, from 2000 until he retired in June 2013. He was part of the team that led the transformation of IBM to a company that delivers top-to-bottom technology solutions. Before that, he was with GTE (now Verizon Communications) for 17 years in positions of increasing responsibility, including Executive Vice President of Human Resources and Administration. He also held human resources positions at Ingersoll-Rand Company and Sterling Drug, Inc.
Mr. MacDonald serves as Member of the Board of Directors of Delphi Automotive PLC. He also serves as Vice Chairman of the Board of Trustees of Bucknell University and Vice Chairman of the Board of Directors of National Association of Human Resources.
About Ronald S. Rolfe
Mr. Rolfe is a retired Partner at Cravath, Swaine & Moore, LLP, a premier law firm in the United States, where he practiced until he retired as a Partner on December 31, 2010. Mr. Rolfe’s practice spanned the world and included corporate governance, securities, antitrust, and commercial litigation and arbitration for U.S. and international clients. Mr. Rolfe began as an Associate with Cravath in 1970 and became Partner in 1977. He also served as Law Clerk to the Honorable Marvin E. Frankel, U.S. District Court Judge in the Southern District of New York, in 1969.
Since 2013, Mr. Rolfe has served on the Board of Directors of Noranda Aluminum Holding Corporation and Berry Plastics Group, Inc. Mr. Rolfe has also been nominated to serve on the Board of Reynolds American Inc. and is expected to be elected to that position on May 8, 2014.
About Sir Howard Stringer
Sir Howard Stringer served as Chairman, President and CEO of Sony Corporation, a multinational conglomerate corporation with a diversified business primarily focused on the electronics, game, entertainment and financial services sectors, from 2005 until 2012, when he became Chairman of the Board of Directors. He retired from that position in June 2013. He joined Sony in May 1997 and was named President and Group Executive of the Sony Corporation of America in 1998, responsible for Sony’s entertainment companies: Sony Pictures Entertainment, Sony Music Entertainment, and Sony/ATV Music Publishing. Prior to that, Sir Howard had a distinguished 30-year career as a journalist, producer and executive at CBS Inc., where he won 11 individual Emmy awards. He was Executive Producer of the CBS Evening News from 1981 until 1986, President of CBS News from 1986 until 1988 and President of CBS from 1988 until 1995, where he was responsible for all broadcast activities, including entertainment, news, sports and its radio and television stations.
Sir Howard serves as Director on the Executive Board of the BBC and the Board of Directors for TalkTalk Telecom Group PLC.
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