CHEVY CHASE, Md., Dec. 31,
2020 /PRNewswire/ -- Roumell Asset Management, LLC
("Roumell"), which owns 5.78% of the outstanding shares of common
stock of Enzo Biochem, Inc. (NYSE: ENZ) ("Enzo" or "the Company"),
today acknowledged that each of Institutional Shareholder Services
Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis"), the
world's leading proxy advisory firms, have recognized the need for
change to the status quo in Enzo's boardroom by recommending
against the re-election of Enzo Chairman and co-founder,
Elazar Rabbani, Ph.D., to the board
of directors (the "Board") at the upcoming annual meeting of
shareholders to be held on January 4,
2021 (the "Annual Meeting").
ISS and Glass Lewis Agree that Shareholders Should Vote
Against Dr. Rabbani's Re-Election
Roumell is pleased that ISS and Glass Lewis agree that
shareholders should not vote to re-elect Dr. Rabbani to the Board.
Shareholders should carefully review the voting recommendation
reports by ISS and Glass Lewis. Among many criticisms of the
Company made by the proxy advisors, Roumell particularly agrees
with ISS' contention that one reason shareholders should vote
against Dr. Rabbani's re-election is the "[C]ompany's lack of
responsiveness to last year's low say-on-pay votes" and lack of
"disclosure around shareholder feedback on pay programs … and the
specific actions taken to address those concerns." Roumell also
highlights the following important statements by Glass Lewis in its
voting recommendation report:1
Glass Lewis:
"[…] the hallmarks of the
[B]oard's regressive methodologies remain, in our view,
disconcertingly evident, from a muddled representation of
refreshment to plainly questionable management of
compensation programs to seemingly inflexible reverie for
Elazar Rabbani, a chairman and CEO who still
cannot be bothered to participate in calls with the Company's
owners and investment community […]" (emphasis
added).
"We would again emphasize our
general view that [Roumell] has otherwise presented sufficient
cause to suggest shareholders would benefit from the replacement
of certain incumbent candidates, including Dr. Rabbani, in lieu of
maintaining a status quo which continues to lean on, in our
view, regressive governance protocols to deflect investor feedback
fueled, in no small part, by Enzo's dismal returns profile"
(emphases added).
Evermore Global Advisors, LLC ("Evermore") Supports Roumell's
Campaign for Immediate Change2
During the past few weeks, Roumell has been privileged to engage
with many of Enzo's shareholders. Among them was Evermore,
one of the Company's largest shareholders, which has expressed
support for Roumell's campaign. Roumell also notes that the
Company's largest shareholder, Harbert Fund Advisors Inc., has
already publicly acknowledged its well-founded frustration with the
Company, the Board and management.3 Roumell believes
that the positions of two of the Company's five largest
shareholders speak volumes.
Roumell will continue its campaign for the election of its
highly-qualified independent candidates, Matthew M. Loar and Edward Terino, to the Board at the Annual
Meeting. Each is a seasoned public-company executive with
significant public board experience, who will, if elected, help to
right the ship for all Enzo shareholders.
Roumell intends to take all actions necessary to compel the
Board to honor Matt's and Ed's nominations, as well as all proxies
Roumell receives from shareholders on the GREEN proxy card.
Shareholders should be on high-alert for any last-minute
entrenchment efforts by the Board to thwart the ground-swelling
support for change and removal of Dr. Rabbani.
Roumell urges shareholders to bring positive
change to Enzo by voting on the GREEN proxy card.
Shareholders may only vote for Roumell's candidates by phone or
internet, and will not be permitted to vote for Roumell's
candidates virtually during the Annual Meeting. All votes must be
cast by 11:59 PM ET on Sunday, January 3,
2021. Should you have any questions or need assistance with
voting, please contact Saratoga Proxy Consulting LLC at (888)
368-0379 or (212) 257-1311 or by
email at info@saratogaproxy.com.
Contacts
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
jferguson@saratogaproxy.com / jmills@saratogaproxy.com
Important Additional Information
Roumell Asset Management, LLC, Matthew
M. Loar, James C. Roumell and
Edward Terino (collectively, the
"Participants"), have filed with the Securities and Exchange
Commission (the "SEC") a definitive proxy statement and
accompanying GREEN proxy card to be used in connection with the
solicitation of proxies from the shareholders of the Company. The
Participants strongly advise all shareholders of the Company to
read the definitive proxy statement, accompanying GREEN proxy card
and other proxy materials filed by Roumell Asset Management, LLC,
as they contain important information. Such proxy materials are
available at no charge on the SEC's website at http://www.sec.gov.
In addition, the participants in this proxy solicitation will
provide copies of the proxy statement without charge upon request.
Requests for hard copies should be directed to the Participants'
proxy solicitor, Saratoga Proxy Consulting LLC at (888)
368-0379 or (212) 257-1311 or by
email at info@saratogaproxy.com.
As of the date hereof, Roumell Asset Management, LLC
beneficially owns 2,769,479 shares of common stock, $0.01 par value per share (the "Common Stock") of
the Company. Mr. Roumell, as the President of Roumell Asset
Management, LLC, may be deemed the beneficial owner of the
2,769,479 shares of Common Stock beneficially owned by Roumell
Asset Management, LLC. As of the date hereof, neither of Messrs.
Loar or Terino own any shares of Common Stock.
The views expressed herein represent the opinions of the
Participants and are based on publicly available information with
respect to the Company.
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1 Permission to quote from the ISS
and Glass Lewis reports was neither sought nor obtained.
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2 References to Evermore, and its
support of Roumell's campaign are used with permission.
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3 Harbert called for the removal of
Dr. Rabbani at the 2019 annual meeting of shareholders, and on
December 30, 2020, sent a letter to the Board's newly appointed
directors, urging the resignation of Dr. Rabbani as director and
CEO. The letter is available at
https://www.sec.gov/Archives/edgar/data/316253/000090266420004371/p20-2230exhibit99.htm
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SOURCE Roumell Asset Management, LLC