Fourth Independent Proxy Advisory Firm Recommends Change to Board of Directors at Amylin Pharmaceuticals
May 20 2009 - 4:18PM
Business Wire
Eastbourne Capital Management, L.L.C. today announced that
independent proxy voting advisory firm Egan Jones Proxy Services
has recommended that shareholders of Amylin Pharmaceuticals, Inc.
(NASDAQ: AMLN) vote on Eastbourne�s WHITE proxy card and
support change to the 12 member Board of Directors at Amylin�s 2009
Annual Meeting of Shareholders. Egan Jones� recommendation follows
recommendations recently issued by RiskMetrics Group, Glass Lewis
& Co and PROXY Governance, all supporting the election of
Eastbourne and Icahn nominees. In its report, Egan Jones has
recommended Amylin shareholders vote Eastbourne�s WHITE
proxy card FOR the election of Eastbourne nominees, Dr.
Kathleen Behrens and Jay Sherwood, along with Icahn nominee, Dr.
Alex Denner.
RiskMetrics Group, Inc. has recommended Amylin shareholders vote
Eastbourne�s WHITE proxy card FOR the election of
Eastbourne nominees, Dr. Kathleen Behrens and Charles Fleischman,
along with Icahn nominee, Dr. Alex Denner.
Glass Lewis & Co has recommended Amylin shareholders vote
Eastbourne�s WHITE proxy card FOR the election of
Eastbourne nominees, Dr. Kathleen Behrens and Jay Sherwood, along
with Icahn nominee, Dr. Alex Denner.
PROXY Governance, Inc. has recommended Amylin shareholders vote
Eastbourne�s WHITE proxy card FOR the election of all
three Eastbourne nominees, Dr. Kathleen Behrens, Charles Fleischman
and Jay Sherwood, along with both Icahn nominees, Dr. Alex Denner
and Dr. Thomas Deuel.
Richard J. Barry, Eastbourne Founder and Portfolio Manager,
commented, �Egan Jones� evaluation and support for the �election of
a significant number� of Eastbourne�s and Icahn�s nominees, coming
after numerous other independent recommendations in support of
change to the Amylin Board, should make it unequivocally clear that
it is time for new leadership at Amylin. We continue to urge Amylin
shareholders to vote for all three of our nominees � Dr. Kathleen
Behrens, Charles Fleischman and Jay Sherwood �on Eastbourne�s
WHITE proxy card today.�
Barry added, �I am disappointed, but not entirely surprised
given the obstacles we have encountered up to now, that we have
been unable to reach a settlement with the incumbent Board, a
result we believe would have been in the best interests of ALL
shareholders, and that rather than welcoming capable,
shareholder-sponsored directors, the incumbent Board has chosen to
prolong the proxy contest. But, just as we have always been
comfortable allowing ALL shareholders to speak freely with each
other and ALL shareholders to freely nominate as many directors as
they choose, we are equally comfortable allowing ALL shareholders
to decide on the composition of the Board.�
Eastbourne highlighted that Egan Jones, in its analysis,
noted:
- �It is our view that the
Company's financial and stock market performance argue for a
significant change in composition of the board of directors.�
- �After considering the
similarity in the two dissident groups' proposed plans for the
Company, we believe that election of a significant number of the
dissidents� nominees will bring a needed fresh viewpoint to board
deliberations and decisions going forward.�
Eastbourne urges fellow shareholders to vote their WHITE
proxy card and elect Eastbourne�s director nominees, who are firmly
committed to the future success of Amylin and acting in the best
interests of all shareholders. The WHITE proxy card will
allow stockholders to vote for all Eastbourne nominees and will
have the effect of voting for the two Icahn nominees as well as the
seven management nominees described thereon.
Eastbourne is seeking authority to vote for the two Icahn
nominees. Eastbourne is not seeking authority to vote, and will not
vote any WHITE proxy cards, for the following incumbent directors
nominated by the Board of Amylin: Joseph C. Cook, Jr., former CEO
and Amylin�s long-reigning chairman, James N. Wilson, the �lead
independent director,� as well as Steven R. Altman, James R. Gavin
III and Joseph P. Sullivan.
About Eastbourne Capital Management, L.L.C.
Eastbourne Capital Management is a West Coast-based registered
investment advisor that employs an investment philosophy based on
intensive research, a long-term outlook and a belief in working
alongside portfolio companies to enhance shareholder value.
IMPORTANT ADDITIONAL
INFORMATION
Security holders are advised to read the definitive proxy
statement and white proxy card mailed on May 4, 2009, and other
documents related to the solicitation of proxies by Eastbourne
Capital Management, L.L.C., Black Bear Fund I, L.P., Black Bear
Fund II, L.L.C., Black Bear Offshore Master Fund, L.P., Richard J.
Barry, M. Kathleen Behrens, Charles M. Fleischman and Jay Sherwood,
from the shareholders of Amylin Pharmaceuticals for use at the 2009
Annual Meeting of Shareholders of Amylin Pharmaceuticals because
they contain important information. Such materials are, along with
other relevant documents, available at no charge at the Securities
and Exchange Commission�s website at http://www.sec.gov or by
contacting MacKenzie Partners, Inc. by telephone collect at (212)
929-5500, toll-free at 1-800-322-2885 or by e-mail at
amylinproxy@mackenziepartners.com. Information relating to the
participants in such proxy solicitation is contained in
Eastbourne�s definitive proxy statement.
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