Enzo Biochem Proposes to Increase Size of Board & Will Appoint Additional Highly Qualified, Diverse Independent Director in N...
January 28 2020 - 5:45PM
Business Wire
Assures the Election of Both Harbert
Nominees
Withdraws Nomination of Dr. Bruce Hanna, Ph.D.;
Current Nominees Rebecca Fischer and Barry Weiner Remain
Post Appointment of New Diverse Director, 71%
of Directors Would be Independent; 80% of Independent Directors
Would be New Additions Since Last Annual Meeting
Company to Mail Proxy Supplement and New GOLD
Proxy Card
Delays Annual Shareholder Meeting Until
February 25, 2020
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 announced
that Enzo’s board of directors (“Board”) has made a series of
changes to the agenda for the upcoming Annual Meeting of
Shareholders of the Company (“Annual Meeting”).
As a result of these changes to the agenda, Enzo proposes to
shareholders:
- To amend the bylaws to increase the size of the Board from five
to six directors and provide the Board discretion to further
increase the size of the Board to seven;
- To elect both nominees of Harbert Discovery Fund, LP
(“Harbert”);
- Upon shareholder approval of the board size increase, to elect
co-founder and significant shareholder Barry Weiner and to appoint
a highly qualified and experienced, diverse independent director to
be identified in the near future.
In connection with these changes, Dr. Bruce Hanna, Ph.D. has
decided to withdraw his candidacy.
Enzo noted that as a result of these potential Board additions,
71% of the total Board composition would be independent directors
and 80% of the independent directors would be new additions to the
Board since the last year’s annual meeting.
“We have heard loud and clear from many of our shareholders
their desire for Enzo to expand the size of our Board and increase
the number of independent directors to bring in fresh perspectives
in order to address the growing complexity and opportunity in our
business and to add greater diversity to our board. Shareholders
want us to move past this proxy contest and focus our energy on our
business. As a result, we no longer oppose Harbert’s nominees. We
look forward to working to identify and appoint a highly qualified,
experienced and diverse director in the near future,” said Dov
Perlysky, Lead Independent Director of Enzo. “We want to thank Dr.
Hanna for his service and invaluable contributions as a member of
the Board.”
According to Enzo, the Company has attempted to reach an
amicable resolution with Harbert but has been unable to reach an
agreement that it believes is in the best interest of all
shareholders. As a result, it is taking these actions today to
provide shareholders with additional choices regarding how to
expand and constitute the Enzo Board if an agreement with Harbert
is not possible. Enzo believes the proposed increase in Board size
and diversity reflects the feedback and desire of Enzo’s
shareholders.
To implement these changes to the agenda of the Annual Meeting,
the Company is required to file and mail a proxy supplement and new
GOLD proxy card to all shareholders and give shareholders
sufficient time to review those proxy materials. Therefore, the
Board will delay the Annual Meeting until February 25, 2020. The
record date remains December 3, 2019. To be able to vote on the new
proposals at the Annual Meeting, shareholders are urged to vote the
new GOLD proxy card. More
detail will be included in the proxy supplement to be filed with
the Securities and Exchange Commission in the coming days.
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. The Company intends to file and
mail to shareholders a new proxy supplement and new GOLD proxy card Shareholders are strongly
encouraged to read the Company’s proxy statement, proxy
supplements, accompanying GOLD
proxy card and all other documents filed with the SEC as they
become available carefully and in their entirety as they contain
important information.
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.espr@gmail.com
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