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Ashworth reaches agreement with Knightspoint Group
05 May '06
2 min read
Ashworth Inc and The Knightspoint Group have reached an agreement relating to Ashworth's upcoming 2006 Annual Meeting of Stockholders.
Under the terms of the Settlement Agreement, the company has named two of Knightspoint's proposed candidates, David Meyer, Managing Member of Knightspoint Partners LLC, and Peter Weil, Partner of Lighthouse Retail Group LLC, as new independent directors to the Board of Directors, effective May 8th 2006.
David Meyer and Peter Weil will be included in the company's proxy statement as candidates for election at the 2006 Annual Meeting. In addition, a third independent director, to be mutually agreed upon by Knightspoint and the company, will be added to the Board as soon as practicable.
Under the terms of the Settlement Agreement, Meyer will be appointed to the Compensation and Human Resources Committee and a new Special Committee of five directors will be promptly established (with three of the committee members designated by the company and two by Knightspoint) for the purpose of overseeing the company's ongoing exploration of strategic alternatives.
As part of the settlement, Knightspoint has withdrawn its proposed By-law amendments and its nomination of candidates for election to the Board of Directors and has agreed to vote its shares in favor of all of the Board's nominees. The Annual Meeting has been scheduled for July 17th 2006.
Meyer, 37, is a Managing Member of Knightspoint Partners LLC,an investment firm he co-founded in March 2003. He has served as Chairman of the Board of Directors of CPI Corp. since April 2004 and served as a member of the interim Office of the Chief Executive of CPI Corp. in 2004-2005.
Under the terms of the Settlement Agreement, the company has named two of Knightspoint's proposed candidates, David Meyer, Managing Member of Knightspoint Partners LLC, and Peter Weil, Partner of Lighthouse Retail Group LLC, as new independent directors to the Board of Directors, effective May 8th 2006.
David Meyer and Peter Weil will be included in the company's proxy statement as candidates for election at the 2006 Annual Meeting. In addition, a third independent director, to be mutually agreed upon by Knightspoint and the company, will be added to the Board as soon as practicable.
Under the terms of the Settlement Agreement, Meyer will be appointed to the Compensation and Human Resources Committee and a new Special Committee of five directors will be promptly established (with three of the committee members designated by the company and two by Knightspoint) for the purpose of overseeing the company's ongoing exploration of strategic alternatives.
As part of the settlement, Knightspoint has withdrawn its proposed By-law amendments and its nomination of candidates for election to the Board of Directors and has agreed to vote its shares in favor of all of the Board's nominees. The Annual Meeting has been scheduled for July 17th 2006.
Meyer, 37, is a Managing Member of Knightspoint Partners LLC,an investment firm he co-founded in March 2003. He has served as Chairman of the Board of Directors of CPI Corp. since April 2004 and served as a member of the interim Office of the Chief Executive of CPI Corp. in 2004-2005.
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