SMTC Corporation, a recognized global EMS provider, today announced changes to its Charter and Bylaws aimed at improving shareholder rights, and an agreement with its largest shareholder, Red Oak Partners, LLC to limit its voting rights in certain circumstances.
Charter and Bylaw Changes
After retaining a leading provider of shareholder corporate governance solutions to recommend ways to make its policies more shareholder friendly, SMTC's Board of Directors adopted changes to its Charter and Bylaws including:
- Special meetings may now be called up to twice per year by holders of 10% or more of shares outstanding. Previously, shareholders were unable to call special meetings;
- Shareholders are no longer limited to the number of Directors they may nominate for election to the Board. Previously, shareholders were limited to nominating three Directors;
- SMTC's Tax benefits preservation shareholder rights plan ("Net Operating Loss Plan," or "NOL plan") may no longer be extended at the Board's discretion--in the future an extension will require shareholder approval; and
- Removal of a stakeholder clause considered poor policy by governance experts and which impeded SMTC's singular focus on shareholder value.
Additional details are provided in SMTC's 8K, which is expected to be filed in the next few days.
Standstill Agreement with Red Oak Partners
SMTC and its largest shareholder, Red Oak Partners, LLC (Red Oak) reached an agreement whereby Red Oak agreed to limit its voting rights in certain instances.
According to the agreement, Red Oak will vote those shares it owns, in excess of the next largest shareholder, with the consensus of all shareholders (excluding Red Oak) on any vote regarding the approval of the purchase of the majority of SMTC's assets or shares where Red Oak is part of the buying group so long as (a) Red Oak remains the largest shareholder of SMTC, (b) the NOL Plan remains in effect and Red Oak's ownership stake exceeds the Plan's limit, and (c) a Red Oak employee is serving or has served on SMTC's Board of Directors in the prior six months. Red Oak has not requested any compensation or rights in return for giving-up these and other voting rights, and has agreed to extend this Agreement without any termination date provided terms (a), (b) and (c) are met.
Stated David Sandberg, Chairman of SMTC's Board of Directors and Red Oak's Founder and Managing Member, "This agreement makes it more difficult for Red Oak, as SMTC"s largest shareholder, to ever acquire SMTC at a value which the majority of other shareholders do not agree with because, per the terms of the agreement, any voting advantage Red Oak would have over the next largest shareholder would be lost in such a scenario. Red Oak is a deep value investor which supports transparency, good governance, and the best interests of shareholders, and strongly believes that insiders should not potentially enrich themselves or benefit at the expense of shareholders or shareholder value. Red Oak has agreed to limiting its voting rights to remove potential conflicts of interest and ensure that it is fully aligned with shareholders towards achieving optimal shareholder value."