Digirad Corporation Board of Directors Adopts Strengthened Charter and Policies
March 01 2012 - 7:30AM
Marketwired
Digirad Corporation (NASDAQ: DRAD) today announced it has adopted a
series of new corporate governance policies aimed at strengthening
the Company's high standard of corporate governance practice. To
that end, the Board of Directors has unanimously adopted a series
of changes or recommendations to its current policies and charter
in order to minimize board-associated expenses, increase the
turnover rates of its committee chairs and members, stimulate
personal investment in the Company by Board members and better
serve the interests of all shareholders.
Specifically, those resolutions and policy changes include:
- Director Term Limits - The Board has
adopted a term limit policy limiting non-management directors to
terms of 10 years or less.
- Committee Rotation Policies - The Board
has adopted a Board committee rotation policy pursuant to which the
Corporate Governance Committee will consider the Board's preference
for rotating committee chairs and committee members at no longer
than five year intervals, including the Chairman of the Board.
- Director Stock Ownership Policy - The
Board has adopted a director stock ownership policy that strongly
encourages all non-management directors to acquire on the open
market (within one year) an amount of Digirad Common Stock equal in
value to the annual cash retainer payable to non-management
directors, subject to customary restrictions and trading window
limitations. Any non-executive board member that fails to do so
will not be re-nominated for election, subject to limited
exceptions.
- Board Compensation - The Board has placed
a moratorium on the granting of restricted stock units (RSUs) to
its members as compensation for serving on the Board. In addition,
all Board members have agreed to postpone the award of any further
equity compensation until the Compensation Committee, with the
assistance of external advisors, completes a thorough review and
analysis of director compensation.
- Strategic Advisory Committee - At the
2012 Annual Meeting, the Board intends to form a new Strategic
Advisory Committee with a mandate to review and provide suggestions
to the Board related to corporate strategy, capital allocation and
related matters.
Digirad Chairman R. King Nelson said, "As a Board, we take the
responsibility of protecting shareholder rights and maximizing the
value of their investment seriously. We believe that the changes
and policy recommendations that we have put forward enhance our
accountability to our shareholders and set a higher standard than
is customary. The Board and the executive management team will
collectively continue to make changes as necessary in order to
better serve the interests of all the shareholders and to uphold
the best of practices in corporate governance."
Additional Information and Where to Find
It
Digirad Corporation (the "Company"), its directors and certain
executive officers are participants in the solicitation of proxies
from stockholders in connection with the Company's 2012 Annual
Meeting of Stockholders (the "Annual Meeting"). The Company plans
to file a proxy statement (the "2012 Proxy Statement") with the
Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies for the Annual Meeting. Gerhard F.
Burbach, Todd P. Clyde, Steven C. Mendell, R. King Nelson, Kenneth
E. Olson and John W. Sayward, all of whom are members of the
Company's Board of Directors, and Richard B. Slansky, the Company's
Chief Financial Officer, are participants in the Company's
solicitation. Other than Messrs. Burbach, Clyde and Olson and any
others, none of such participants owns in excess of 1% of the
Company's common stock. Mr. Clyde may be deemed to own
approximately 2.6% of the Company's common stock, Mr. Burbach may
be deemed to own approximately 1.6% of the Company's common stock
and Mr. Olson may be deemed to own approximately 1.0% of the
Company's common stock. Additional information regarding the
interests of such participants will be included in the 2012 Proxy
Statement and other relevant documents to be filed with the SEC in
connection with the Annual Meeting.
Promptly after filing its definitive 2012 Proxy Statement with
the SEC, the Company will mail the definitive 2012 Proxy Statement
and a proxy card to each stockholder entitled to vote at the Annual
Meeting. STOCKHOLDERS ARE URGED TO READ THE 2012 PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain, free of charge, copies of the
definitive 2012 Proxy Statement and any other documents filed by
the Company with the SEC in connection with the Annual Meeting at
the SEC's website (http://www.sec.gov), at the Company's website
(http://www.digirad.com) or by writing to Investor Relations,
Digirad Corporation, 13950 Stowe Drive, Poway, CA 92064.
About Digirad
Digirad is a leading provider of diagnostic imaging products,
and personnel and equipment leasing services. For more information,
please visit www.digirad.com. Digirad® is a registered trademark of
Digirad Corporation.
Forward-Looking Statements
This press release contains statements that are forward-looking
statements as defined within the Private Securities Litigation
Reform Act of 1995. These include statements regarding our ability
to deliver value to customers, our expanded commitment to protect
shareholder rights and our desire to maximize shareholder value.
These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from the statements made, including the risks associated with
changes in business conditions, technology, customers' business
conditions, reimbursement, radiopharmaceutical shortages, economic
outlook, operational policy or structure, acceptance and use of
Digirad's camera systems and services, reliability, recalls, and
other risks detailed in Digirad's filings with the U.S. Securities
and Exchange Commission, including Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other reports. Readers are cautioned to not place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement, and Digirad undertakes no
obligation to revise or update the forward-looking statements
contained herein.
Investor Contact: Matt Clawson Allen & Caron
949-474-4300 Company Contact: Todd Clyde Chief Executive
Officer 858-726-1600
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