Nuance Board Announces Significant Changes to its Board of Directors and Corporate Governance
June 26 2018 - 8:00AM
- Three Long-Serving Directors to
Retire- Search Process for
Independent Directors Underway-
New Committee Chairs Appointed-
Majority Voting Standard Adopted-
Shareholders to be Provided Right to Call Special
Meeting
Nuance Communications, Inc. (NASDAQ:NUAN) today announced that its
Board of Directors has unanimously approved significant changes to
its Board composition, leadership and related governance practices,
and that the Company is committed to additional changes.
Beginning with the appointment of Mark Benjamin as chief executive
officer in April 2018, the Nuance Board of Directors has embarked
on a series of changes to advance the business and address matters
raised by shareholders in recent years.
Today, the Nuance Board announced the retirement of
three long-serving directors, effective June 30, 2018. The Board
has also reorganized its committee leadership by naming two new
committee chairs and has adopted majority voting as the standard
for uncontested director elections. In addition, the Board
announced it intends to provide shareholders the right to call
special meetings after the Company solicits additional feedback
from shareholders on the appropriate ownership and other
requirements for shareholders to exercise this right.
“The entire Board has been engaged in developing
and adopting the changes we are announcing today,” said Mark
Benjamin, chief executive officer of Nuance. “I thank them, and in
particular the directors who will be retiring from the Board, for
their strong, unconditional support as I have stepped into my role
at Nuance and, importantly, for their service to Nuance as it led
the way in pioneering conversational AI for global industries.”
Continued Shareholder
EngagementSince Mr. Benjamin’s joining, the Company has
conducted extensive shareholder outreach about its strategy, Board
composition and governance practices, which has helped inform the
decisions announced today. The Company will continue to engage its
shareholders on matters of strategy and governance and will ensure
that shareholder feedback is integrated into the Board’s
decision-making process.
Changes to Board Composition and Committee
Leadership The Board announced today that directors Robert
Frankenberg, Katharine Martin and Philip Quigley will retire
effective June 30, 2018. The Nominating & Governance Committee
of the Board is leading efforts to identify new independent
directors for appointment to the Board, and the Board has engaged a
leading independent search firm to support the search process.
Additionally, the Board has appointed Sanjay
Vaswani to chair the Compensation Committee and Mark Laret to chair
the Nominating & Governance Committee, effective immediately.
Mr. Vaswani joined the Board in February 2018. Robert Finocchio
will remain in his role as chair of the Audit Committee.
Established Majority Voting Standard for
Director ElectionsThe Board has also amended its bylaws to
adopt a majority vote standard for the election of directors in
uncontested elections. This change has been made in response to
shareholder feedback and affirms the Company’s commitment to strong
corporate governance practices.
Commitment to Adopt Special Meeting
RightThe Board has committed to amend its bylaws to allow
shareholders the right to call a special meeting. The Board will
solicit additional feedback from shareholders before making a final
decision on the bylaw to ensure that the Board adopts a structure
that reflects best practices and incorporates feedback. The Board
intends to amend its bylaw to implement this right this year
following additional shareholder engagement.
“In response to feedback from our shareholders and
our commitment to strong governance, we are taking steps to improve
our practices,” said Mark Laret, Nuance director and chair of the
Nominating & Governance Committee. “We appreciate the
input we have received and will continue this engagement regarding
Board composition and corporate governance as we build a stronger
Nuance.”
About Nuance Communications Nuance
Communications, Inc. (NASDAQ:NUAN) is the pioneer and leader in
conversational AI innovations that bring intelligence to everyday
work and life. The Company’s solutions understand, analyze and
respond to human language to increase productivity and amplify
human intelligence. With decades of domain and artificial
intelligence expertise, Nuance works with thousands of
organizations – in global industries that include healthcare,
telecommunications, automotive and financial services – to create
stronger relationships and better experiences for their customers
and workforce. For more information, please visit
www.nuance.com.
Trademark reference: Nuance and the Nuance logo are
registered trademarks or trademarks of Nuance Communications, Inc.
or its affiliates in the United States and/or other countries. All
other trademarks referenced herein are the property of their
respective owners.
Nuance Contact Information
Media & InvestorsRichard Mack Tel: 781-565-5000
richard.mack@nuance.com InvestorsSuzanne DuLongTel:
781-565-5077suzanne.dulong@nuance.com
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