“Dissident” Directors Elected as RCM Management Loses Proxy Contest

Photo:  Photo Credit: Courtesy RCM

Pennsauken-based RCM Technologies has announced the end of a heated proxy contest that had divided the company.

RCM provides business and technology solutions to enhance customers’ operational performance through information technology, engineering and specialty healthcare services.

NJTechWeekly.com covered the proxy contest in a recent article. At that time, the current company management had vociferously opposed the election of new “dissident” directors.

According to RCM and based on preliminary results from its annual stockholders’ meeting Dec. 5, 2013, stockholders elected Bradley Vizi and Roger Ballou as new members of the RCM board of directors.

Vizi and Ballou were nominated by Legion Partners Asset Management (Sacramento, Calif., and Los Angeles) and the other members of its stockholder group, which holds some 13.3 percent of RCM’s common stock. Legion is RCM’s largest stockholder. The new directors’ one-year term of office will begin upon final certification of the stockholder vote results.

The parties made conciliatory statements. Leon Kopyt, RCM’s chairman and CEO, said, “As we move past a contested election for representation on the RCM Board, we look forward to returning our full attention to our ongoing efforts to position RCM for long-term growth, sustainable profitability, market leadership and enhanced value for our stockholders.”

New board member Vizi said he and Ballou believe that “working together with RCM’s management team, we can make a contribution to leverage RCM’s traditional strengths, while also creating significant value for all stockholders.”

Vizi added, “Our recent conversations with management have been constructive and encouraging and have only validated our beliefs about the quality and character of RCM’s management team and the path that lies ahead. With all parties willing to work together constructively and cooperatively, there is no reason that RCM cannot continue to make strong progress.”

Issues related to executive compensation remain unresolved. The stockholders voted to not approve, on an advisory basis, the compensation of RCM’s named executive officers for 2012 and to approve, on an advisory basis, holding annual advisory votes to approve the compensation of those officers.

They also approved a nonbinding stockholder proposal that RCM’s board adopt a policy: its chairman must be an independent director according to the definition set forth in the NASDAQ listing standards.

The results of the stockholder meeting will be certified by an independent elections inspector.

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