DSP Group (DSPG) Nominates Two New Starboard Directors
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DSP Group, Inc. (Nasdaq: DSPG), has reached an agreement with Starboard Value LP to nominate two new directors recommended by Starboard, Tom Lacey and Kenneth H. Traub, neither of whom is employed by or affiliated with DSP Group or Starboard. DSP Group will expand the Board from eight to nine members. Messrs. Lacey and Traub will be included in the Company's 2012 proxy statement and submitted for stockholder approval at the company's 2012 Annual Meeting, which is scheduled to be held on May 15, 2012.
In connection with the nominations, Starboard, which beneficially owns approximately 9.8% of DSP Group's outstanding shares, has agreed to vote all of its shares in favor of each of the company's nominees at the 2012 Annual Meeting. The two Starboard recommended candidates will be nominated as Class III directors with a term to expire at the company's 2015 Annual Meeting.
Under the terms of the agreement, DSP Group has agreed to use its reasonable best efforts to report the company's financial results, including revenue and profitability, across at least two of the company's business segments, including Home and Enterprise, by the end of the third quarter of 2012. Starboard has agreed that until ten business days prior to the deadline for submission of stockholder nominations for the 2013 Annual Meeting it will not engage in a variety of activities, including advising, encouraging, supporting or influencing any person with respect to the voting or disposition of any securities of the Company, making any proposal with respect to the merger or restructuring of the Company, or seeking to influence the management, Board of Directors or policies of the Company.
In connection with the nominations, Starboard, which beneficially owns approximately 9.8% of DSP Group's outstanding shares, has agreed to vote all of its shares in favor of each of the company's nominees at the 2012 Annual Meeting. The two Starboard recommended candidates will be nominated as Class III directors with a term to expire at the company's 2015 Annual Meeting.
Under the terms of the agreement, DSP Group has agreed to use its reasonable best efforts to report the company's financial results, including revenue and profitability, across at least two of the company's business segments, including Home and Enterprise, by the end of the third quarter of 2012. Starboard has agreed that until ten business days prior to the deadline for submission of stockholder nominations for the 2013 Annual Meeting it will not engage in a variety of activities, including advising, encouraging, supporting or influencing any person with respect to the voting or disposition of any securities of the Company, making any proposal with respect to the merger or restructuring of the Company, or seeking to influence the management, Board of Directors or policies of the Company.
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