Motorola escapes proxy fight, names Dorman as chairman
Embattled wireless equipment vendor Motorola this week made moves to shuffle its board of directors, nominating two allies of influential shareholder Carl Icahn to the board and naming former AT&T executive David Dorman as its non-executive chairman.
On Monday, Motorola reached an agreement with Icahn—owner of 6.4% of the company and the most outspoken critic of its lackluster performance during the past year—to nominate two Icahn representatives to the Motorola board on the condition that Icahn not pursue a proxy battle for four board members. In addition, Icahn also was required to drop a lawsuit seeking access to board documents.
In prepared statements, Motorola CEO Greg Brown said the company was “pleased to avoid a costly and distracting proxy contest,” while Icahn called the deal “a very positive step for Motorola.”
As a result, WR Hambrecht CEO William R. Hambrecht and Keith Meister, vice chairman of Icahn Enterprises, will be nominated to the Motorola board. In addition, Meister was placed on the board effective immediately.
Meister’s nomination and immediate board appointment was a big win for Icahn, as Motorola previously questioned Meister’s qualifications, to which Icahn retorted, “What does one have to do to qualify—lose $37 billion?” in a letter to the board.
Roger Entner, vice president of communications for IAG Research, said Motorola’s decision to grant Icahn’s wishes for board nominees made sense for a company that needs to focus on addressing a number of issues instead of battling over board seats.
“Not having a proxy fight is certainly going to help,” Entner said. “Icahn narrowly lost last time around. Now he owns more stock … and he would have won this thing. This is acknowledging the inevitable.”
As Motorola’s stock price has plummeted during the past year, Icahn has advocated a splitting the struggling commercial wireless handset division into another company, something the board agreed to pursue a few weeks ago.
Leading the board during this period will be Dorman, who served as president of AT&T as the split of that once-monolithic telecommunications company was executed earlier this decade. Entner said he was “a little surprised” by yesterday’s announcement of Dorman as Motorola’s chairman but believes he is well-equipped for the task.
“I think where Dorman can help tremendously is by managing the board and doing some strategic initiatives.”