CHEVY CHASE, Md., Jan. 5, 2021 /PRNewswire/ -- Roumell Asset
Management, LLC ("Roumell"), which owns 5.78% of the outstanding
shares of common stock (the "Common Stock") of Enzo Biochem, Inc.
(NYSE: ENZ) ("Enzo" or "the Company"), today announced the
preliminary results at the Company's annual meeting of
shareholders held on January 4, 2021
(the "Annual Meeting") based on the tally by Roumell's proxy
solicitor.
During the past few weeks, Roumell had the privilege to engage
with many of Enzo's shareholders. Roumell appreciates the
overwhelming feedback in support of its campaign received from
shareholders leading up to the Annual Meeting. The will of
Enzo's shareholders was clearly displayed at the Annual
Meeting.
Based on a preliminary tally, at a minimum, Dr. Rabbani received
approximately 44% of the shares voted for his re-election, and
approximately 56% of the shares voted, against his re-election.
Less than 22% of outstanding shareholders of Common Stock voted to
re-elect Dr. Rabbani. As a result and as required by Article
I, Section 9 of the Company's Amended and Restated By-Laws (as
amended, the "Bylaws"), Dr. Rabbani, who did not receive a majority
of votes cast at the Annual Meeting, must promptly tender his
resignation to the Board.
Had the Company honored Roumell's valid nominations and
proposals, and accepted the proxies received by Roumell the votes
against Dr. Rabbani's re-election would have been even more
overwhelming. It is very likely that at least one of the candidates
nominated by Roumell would have been elected to the Board. Further,
Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund
I, LP (together, "Harbert"), which currently own 11.74% of
the outstanding shares of Common Stock, yesterday announced
that, though they voted on the Company's proxy card in connection
with the Annual Meeting to ensure their votes were counted, they
would have submitted their votes on Roumell's GREEN proxy card had
the Company not disenfranchised shareholders by refusing to accept
Roumell's nominations, proposals and proxies.1
Harbert also announced that the Company failed to disclose and
answer nine questions that Harbert posed during the Annual
Meeting.
Similarly, the questions submitted by Roumell through the online
portal at the Annual Meeting were neither disclosed by the Company
nor answered during the Annual Meeting, despite the Company's
promise to shareholders in its Annual Meeting materials to answer
such shareholder questions. Here are Roumell's questions that the
Board refused to answer:
- Will the Board accept Dr. Rabbani's resignation, or will it act
undemocratically and not accept the clear desire of the Company's
shareholders to remove Dr. Rabbani from the Board?
- Is each Board member aware of each's reputational risk in not
honoring the clear intentions of the Company's owners?
On behalf of all shareholders, Roumell demands prompt answers to
these questions. Roumell also demands a meeting with the
Company's non-executive, independent directors to discuss the
results of the Annual Meeting, as well as Roumell's director
candidates and other business proposals. Roumell further demands
that the Board pay heed to its shareholders' clear mandate and,
consistent with Article I, Section 9 of the Bylaws, immediately
accept Dr. Rabbani's resignation. Roumell believes that, with their
votes, shareholders were effectively weighing in on Dr. Rabbani's
service as both a member of the Board and the Company's CEO, and
the Board should recognize this fact. Roumell hopes that Dr.
Rabbani will have the common decency to not force the Company's
non-executive, independent directors into a situation that
jeopardizes their reputations and careers for the sole purpose of
protecting his own self-interest. Roumell reminds the
non-executive, independent directors that they have a duty to all
shareholders of the Company, and if they do not abide by the will
of the Company's shareholders, they potentially face serious
professional and legal repercussions. Roumell intends to continue
advocating for the Company's shareholders and reserves all rights
with respect to its nominations and shareholder proposals.
Contacts
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
jferguson@saratogaproxy.com / jmills@saratogaproxy.com
1 See Press Release filed by Harbert Discovery Fund,
LP and Harbert Discovery Co-Investment Fund I, LP on January 4, 2021, available at:
https://www.globenewswire.com/news-release/2021/01/04/2152879/0/en/Harbert-Discovery-Fund-Issues-Letter-to-the-Independent-Directors-of-Enzo-Biochem-Inc.html.
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SOURCE Roumell Asset Management, LLC