Enzo Biochem Comments on ISS Report
January 17 2020 - 3:02PM
Business Wire
Enzo Urges Shareholders to Vote on WHITE Proxy
Card in Support of Enzo’s Highly Qualified Nominees
Enzo Biochem, Inc. (NYSE:ENZ), an integrated
diagnostics and life sciences company focusing on delivering and
applying advanced technology capabilities to produce affordable,
reliable and fully-automated platforms and related products and
services that enable its customers to meet their clinical needs,
today commented on the report Institutional Shareholder Services
(ISS) issued in connection with the upcoming Annual Shareholder
Meeting.
“While we strongly disagree with the recommendation of ISS to
support one of the activist hedge fund’s nominees at the Annual
Shareholder Meeting, we are gratified that ISS acknowledges the
operational and governance progress across the Company. ISS
highlights the dissident’s puzzling unwillingness to engage in
constructive discussions with the Board, recognizes the significant
refresh of Enzo’s Board over the last four years and highlights the
meaningful improvements in a number of corporate governance areas.
ISS also validates our contention several times in the report that
the dissident demonstrates a clear lack of understanding of our
business and our industry. We believe this lack of understanding
should be troubling to all shareholders, especially since the
activist is seeking to replace 40% of the Board.
We strongly urge our shareholders to vote on the WHITE proxy
card for Enzo’s three, highly qualified nominees: Rebecca Fischer,
Dr. Bruce Hanna, Ph.D, and Barry Weiner. In contrast with the
dissident nominees, all three Enzo candidates bring substantial
experience, deep industry background and are best positioned to
offer the proper oversight and direction to unlock shareholder
value.
It is worth noting that ISS makes clear several points:
- “CEO pay has been effectively unchanged for several years, is
below peer median, and is reasonably aligned with company
performance at this time. The short-term program is largely based
on objective, financial metrics, with a below-target payout that
aligns with overall company performance.”
- “The appointment of Fischer brings gender diversity to the
board and was the result of the adoption of a board diversity
policy and a thoughtful process utilizing third-party advisors to
identify independent board candidates.”
- The decision for ISS was clearly difficult, given their
statement that their decision “might have been easier if the
dissident, or its nominees, had more direct experience with Enzo’s
core business.”
Enzo urges shareholders to use the Company’s WHITE proxy card to
vote for the Board’s nominees and in accordance with the Board’s
recommendations on the other proposals, as soon as possible, by
telephone or online, or by signing, dating and returning the WHITE
proxy card in the postage-paid envelope provided, whether or not
they plan to attend Enzo’s Annual Shareholder Meeting.
Important Additional Information and Where
to Find It
Enzo Biochem, Inc. (the “Company”) has filed and mailed to
shareholders a definitive proxy statement and proxy supplement on
Schedule 14A and accompanying WHITE
proxy card with the Securities and Exchange Commission (the “SEC”)
in connection with the solicitation of proxies from the Company’s
shareholders with respect to its 2019 Annual Meeting of
Shareholders. Shareholders are strongly encouraged to read the
Company’s proxy statement, proxy supplement, accompanying
WHITE proxy card and all other
documents filed with the SEC carefully and in their entirety as
they contain important information.
Permission to quote ISS neither sought nor obtained.
Certain Information Regarding Participants
to the Solicitation
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from shareholders
in connection with the Company’s 2019 Annual Meeting of
Shareholders. Information regarding the direct and indirect
interests, by security holdings or otherwise of the Company’s
participants is set forth in the Company’s definitive proxy
statement and proxy supplement for the 2019 Annual Meeting of
Shareholders filed with the SEC on December 5, 2019 and December
31, 2019, respectively. The Company’s definitive proxy statement
and proxy supplement can be found on the SEC’s website at
www.sec.gov or the Company’s website
at http://www.enzo.com/corporate/investor-information.
Forward-Looking Statements
Except for historical information, the matters discussed in this
release may be considered "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements include declarations regarding the intent, belief
or current expectations of the Company and its management,
including those related to cash flow, gross margins, revenues, and
expenses which are dependent on a number of factors outside of the
control of the Company including, inter alia, the markets for the
Company’s products and services, costs of goods and services, other
expenses, government regulations, litigation, and general business
conditions. See Risk Factors in the Company’s Form 10-K for the
fiscal year ended July 31, 2019. Investors are cautioned that any
such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties that
could materially affect actual results. The Company disclaims any
obligations to update any forward-looking statement as a result of
developments occurring after the date of this release.
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Elliot Sloane ESPR LLC 917-291-0833 Elliot.esprr@gmail.com
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