Latest news with #GlassLewis
Business Wire
a day ago
- Business
- Business Wire
Glass Lewis Joins ISS in Recommending Forward Air Shareholders Vote AGAINST Three Unfit Legacy Directors at 2025 Annual Meeting
CLEVELAND--(BUSINESS WIRE)--Ancora Holdings Group, LLC (together with its affiliates, 'Ancora' or 'we'), a significant shareholder of Forward Air Corporation (NASDAQ: FWRD) ('Forward Air' or the 'Company'), today announced that a second independent proxy advisory firm, Glass, Lewis & Co. ('Glass Lewis'), has joined Institutional Shareholder Services Inc. ('ISS'), in recommending that Forward Air shareholders vote AGAINST the reelection of three members of the Board of Directors (the 'Board') at the 2025 Annual Meeting of Shareholders: (1.) George S. Mayes, Jr., (2.) Javier Polit and (3.) Laurie A. Tucker. In its report, Glass Lewis states the following regarding the case for removing these directors from the Board: 1 'Are legacy directors who served during the questionable pursuit, fumbled execution and to-date maladroit implementation of the Omni deal credibly positioned to oversee Forward's current assessment of value-maximizing opportunities? We believe the answer is a firm no.' '[I]nvestors do not have clear and compelling cause to believe Messrs. Mayes and Polit and Ms. Tucker are likely to be procedurally accretive and indeed have ample cause to conclude they have not been effective in preserving and enhancing shareholder value, particularly in the context of transformative transactions.' Fredrick D. DiSanto, Chairman and Chief Executive Officer of Ancora Holdings Group LLC, and James Chadwick, President of Ancora Alternatives LLC, commented: 'With both Glass Lewis and ISS endorsing the removal of the legacy directors, shareholders should drive the necessary change by voting against their reelection at the Annual Meeting. This is the best way to ensure the Board conducts a comprehensive process that results in a value-maximizing sale of the Company.' About Ancora Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. ANCORA IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. ANCORA IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
Globe and Mail
27-05-2025
- Business
- Globe and Mail
Leading Independent Proxy Advisory Firm Glass Lewis Recommends Stockholders Vote 'FOR' All of Keros' Director Nominees
Keros Board Best Equipped to Oversee Strategic Review Process and Execute on Ultimate Outcome of that Process ADAR1's Disruptive and Self-Serving Campaign Stands to Jeopardize the Future Value Maximizing Potential of the Company Keros Urges Stockholders to Protect the Value of Their Investment by Voting 'FOR' All Three of the Company's Highly Qualified Director Nominees LEXINGTON, Mass., May 27, 2025 (GLOBE NEWSWIRE) -- Keros Therapeutics, Inc. ('Keros', the 'Company' or 'we') (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta ('TGF-ß') family of proteins, today announced that leading independent proxy advisory firm Glass Lewis & Co. ('Glass Lewis') recommended that Keros stockholders vote 'FOR' all three of the Company's highly qualified director nominees in connection with its Annual Meeting of Stockholders (the 'Annual Meeting') scheduled for June 4, 2025. Keros issued the following statement in connection with Glass Lewis' report: We are pleased that Glass Lewis recognizes the value that our directors bring to the Board and understands that the Board and management team's actions taken to date to maximize stockholder value are reasonable and measured. Our Board is intentionally built, comprised of experienced individuals, many of whom directly represent stockholders, and will continue to focus on evaluating alternatives in the best interests of the Company and all stockholders. We continue to believe that the most constructive course of action for stockholders at this pivotal stage in our strategic alternatives review is to remain focused on effectively running the company and a comprehensive process rather than being sidetracked by a self-serving and value-destructive campaign. Glass Lewis stated in its May 27, 2025 report 1: 'On the other hand, we note that the magnitude of the Company's share price collapse appears to stem primarily from inherent clinical development risk rather than board-level mismanagement. In particular, the setback in the TROPOS clinical trial – and the subsequent 73% one-day share price decline – reflects the volatile and often binary nature of clinical-stage biotech investing, especially in cases where a company's valuation is heavily reliant on a lead product candidate that has not yet been clinically de-risked. To date, and to the best of our knowledge, no credible evidence has emerged to suggest the board mismanaged the trial or disregarded known safety signals.' 'ADAR1 has not presented compelling evidence that either directors Gray or Seth played a disproportionate role in the Company's missteps or failed to fulfill their core duties as independent directors. In the absence of such evidence – and considering the board's recent initiation of a strategic review process and its continued willingness to engage with shareholders – we do not believe there is a sufficiently strong accountability rationale to warrant withholding support from either nominee at this time.' 'Although ADAR1's arguments for increased capital discipline may resonate with shareholders, we believe the board's decision to retain flexibility through a formal strategic review – led by a special committee of independent, disinterested directors – represents a reasonable and measured approach at this time. While a substantial capital return may ultimately be warranted, we believe this is better determined in the context of a completed and comprehensive evaluation of strategic alternatives.' 'While ADAR1 has characterized the Rights Plan as an entrenchment device, the plan's adoption appears to us to be reasonably timed and narrowly scoped, and does not reflect the more aggressive features often seen in contested situations.' 'Although shareholder rights plans are generally viewed with caution by investors and Glass Lewis, particularly in the context of public shareholder dissent, the facts of this case do not, in our view, suggest that the board acted in bad faith or sought to preempt legitimate shareholder participation.' 'In our view, the board's recent initiation of a strategic review, led by an independent special committee, represents a constructive step in addressing shareholder concerns.' Keros issued the following statement in response to ADAR1 Capital Management, LLC ('ADAR1')'s misleading claims: In a recent press release, hedge fund ADAR1 makes claims that the recent voting recommendation by Institutional Shareholder Services ('ISS') in connection with the election of directors at Keros' upcoming Annual Meeting constitutes an endorsement of ADAR1's aggressive campaign to oppose two highly qualified members of the Company's Board of Directors (the 'Board'). This notion is false and misleading. To be clear, the ISS recommendation is based on their standard voting guidelines for 'uncontested' director elections and was not reviewed by its special situations team that typically evaluates these types of campaigns. And unlike Glass Lewis, the report does not address any of ADAR1's misleading allegations or arguments. ADAR1's aggressive campaign to oppose two of the Board's highly qualified directors demonstrates a troubling disregard for Board diversity and critical expertise at a pivotal time for the Company. The Keros Board comprises nine directors, all of whom are independent except for the Company's CEO. This includes four representatives of Keros stockholders, two of whom are representatives of Pontifax, the Company's second largest stockholder. Collectively, the Board represents diverse perspectives and brings significant experience across the biotechnology industry, including drug development and commercialization, capital allocation, M&A and business development. In short, Keros has the right Board to oversee the ongoing strategic review process to maximize stockholder value and execute on the ultimate outcome of that process. The Board remains focused on successfully completing the strategic alternatives review process, which remains ongoing. We have always made, and will continue to make, decisions that we believe are in the best interests of the Company and ALL stockholders We strongly urge you to vote 'FOR' each of Keros' three director nominees, Mary Ann Gray, Ph.D., Ran Nussbaum and Alpna Seth, Ph.D. YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. YOU MAY VOTE BY TELEPHONE, THE INTERNET OR MAIL BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. WE URGE YOU TO VOTE TODAY! If you have any questions or require any assistance with voting your shares, please contact: 7 Penn Plaza New York, New York 10001 Toll-Free: 1-800-322-2885 Or Email: proxy@ Goldman Sachs & Co. LLC is serving as Keros' financial advisor, and Cooley LLP is serving as legal counsel. About Keros Therapeutics, Inc. Keros is a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the TGF-ß family of proteins. Keros is a leader in understanding the role of the TGF-ß family of proteins, which are master regulators of the growth, repair and maintenance of a number of tissues, including blood, bone, skeletal muscle, adipose and heart tissue. By leveraging this understanding, Keros has discovered and is developing protein therapeutics that have the potential to provide meaningful and potentially disease-modifying benefit to patients. One of Keros' product candidates, cibotercept (KER-012), is being developed for the treatment of pulmonary arterial hypertension and for the treatment of cardiovascular disorders. Keros' second product candidate, KER-065, is being developed for the treatment of neuromuscular diseases. Keros' most advanced product candidate, elritercept (KER-050), is being developed for the treatment of cytopenias, including anemia and thrombocytopenia, in patients with myelodysplastic syndrome and in patients with myelofibrosis. Cautionary Note Regarding Forward-Looking Statements Statements contained in this press release regarding matters that are not historical facts are 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as 'anticipates,' 'believes,' 'continue,' 'expects,' 'enable,' 'potential' and 'will' or similar expressions are intended to identify forward-looking statements. Examples of these forward-looking statements include statements concerning the Annual Meeting and our director nominees, and the intended benefits of our classified Board structure. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: whether the objectives of the strategic alternative review process will be achieved; the terms, structure, benefits and costs of any strategic transaction; the timing of any transaction and whether any transaction will be consummated at all; the risk that the strategic alternatives review and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and maintain relationships with partners, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; the risk the strategic alternatives review could divert the attention and time of the Company's management; the risk of any unexpected costs or expenses resulting from the review; the risk of any litigation relating to the review; Keros' limited operating history and historical losses; Keros' ability to raise additional funding to complete the development and any commercialization of its product candidates; Keros' dependence on the success of its product candidates, cibotercept, KER-065 and elritercept; that Keros may be delayed in initiating, enrolling or completing any clinical trials; competition from third parties that are developing products for similar uses; the risk that circumstances surrounding or leading up to our 2025 Annual Meeting may change; Keros' ability to obtain, maintain and protect its intellectual property; and Keros' dependence on third parties in connection with manufacturing, clinical trials and preclinical studies. These and other risks are described more fully in Keros' filings with the Securities and Exchange Commission (the 'SEC'), including the 'Risk Factors' section of the Company's Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2025, and its other documents subsequently filed with or furnished to the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, Keros undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. Important Additional Information and Where to Find It On April 23, 2025, the Company filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") and form of accompanying proxy card with the SEC in connection with its 2025 Annual Meeting and its solicitation of proxies for the Company's director nominees and for other matters to be voted on. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the Proxy Statement and any amendments or supplements to the Proxy Statement and any other relevant documents filed by the Company with the SEC at no charge at the SEC's website at Copies will also be available at no charge at the Company's website at Certain Information Regarding Participants This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. The Company, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies for the 2025 Annual Meeting. Information regarding the names of such persons and their respective direct or indirect interests in the Company, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 23, 2025, including in the sections captioned "Compensation Discussion and Analysis," "Executive Compensation," "Non-Employee Director Compensation," "Transactions with Related Persons and Indemnification" and "Security Ownership of Certain Beneficial Owners and Management." To the extent that the Company's directors and executive officers have acquired or disposed of securities holdings since the applicable "as of" date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC's website at Contacts Investor Contact: Justin Frantz jfrantz@ 617-221-6042 Media Contact: Mahmoud Siddig / Adam Pollack / Viveca Tress Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 __________________ 1 Permission to obtain quotes was neither sought nor obtained.
Yahoo
27-05-2025
- Business
- Yahoo
Leading Independent Proxy Advisory Firm Glass Lewis Recommends Stockholders Vote 'FOR' All of Keros' Director Nominees
Keros Board Best Equipped to Oversee Strategic Review Process and Execute on Ultimate Outcome of that Process ADAR1's Disruptive and Self-Serving Campaign Stands to Jeopardize the Future Value Maximizing Potential of the Company Keros Urges Stockholders to Protect the Value of Their Investment by Voting 'FOR' All Three of the Company's Highly Qualified Director Nominees LEXINGTON, Mass., May 27, 2025 (GLOBE NEWSWIRE) -- Keros Therapeutics, Inc. ('Keros', the 'Company' or 'we') (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta ('TGF-ß') family of proteins, today announced that leading independent proxy advisory firm Glass Lewis & Co. ('Glass Lewis') recommended that Keros stockholders vote 'FOR' all three of the Company's highly qualified director nominees in connection with its Annual Meeting of Stockholders (the 'Annual Meeting') scheduled for June 4, 2025. Keros issued the following statement in connection with Glass Lewis' report: We are pleased that Glass Lewis recognizes the value that our directors bring to the Board and understands that the Board and management team's actions taken to date to maximize stockholder value are reasonable and measured. Our Board is intentionally built, comprised of experienced individuals, many of whom directly represent stockholders, and will continue to focus on evaluating alternatives in the best interests of the Company and all stockholders. We continue to believe that the most constructive course of action for stockholders at this pivotal stage in our strategic alternatives review is to remain focused on effectively running the company and a comprehensive process rather than being sidetracked by a self-serving and value-destructive campaign. Glass Lewis stated in its May 27, 2025 report1: 'On the other hand, we note that the magnitude of the Company's share price collapse appears to stem primarily from inherent clinical development risk rather than board-level mismanagement. In particular, the setback in the TROPOS clinical trial – and the subsequent 73% one-day share price decline – reflects the volatile and often binary nature of clinical-stage biotech investing, especially in cases where a company's valuation is heavily reliant on a lead product candidate that has not yet been clinically de-risked. To date, and to the best of our knowledge, no credible evidence has emerged to suggest the board mismanaged the trial or disregarded known safety signals.' 'ADAR1 has not presented compelling evidence that either directors Gray or Seth played a disproportionate role in the Company's missteps or failed to fulfill their core duties as independent directors. In the absence of such evidence – and considering the board's recent initiation of a strategic review process and its continued willingness to engage with shareholders – we do not believe there is a sufficiently strong accountability rationale to warrant withholding support from either nominee at this time.' 'Although ADAR1's arguments for increased capital discipline may resonate with shareholders, we believe the board's decision to retain flexibility through a formal strategic review – led by a special committee of independent, disinterested directors – represents a reasonable and measured approach at this time. While a substantial capital return may ultimately be warranted, we believe this is better determined in the context of a completed and comprehensive evaluation of strategic alternatives.' 'While ADAR1 has characterized the Rights Plan as an entrenchment device, the plan's adoption appears to us to be reasonably timed and narrowly scoped, and does not reflect the more aggressive features often seen in contested situations.' 'Although shareholder rights plans are generally viewed with caution by investors and Glass Lewis, particularly in the context of public shareholder dissent, the facts of this case do not, in our view, suggest that the board acted in bad faith or sought to preempt legitimate shareholder participation.' 'In our view, the board's recent initiation of a strategic review, led by an independent special committee, represents a constructive step in addressing shareholder concerns.' Keros issued the following statement in response to ADAR1 Capital Management, LLC ('ADAR1')'s misleading claims: In a recent press release, hedge fund ADAR1 makes claims that the recent voting recommendation by Institutional Shareholder Services ('ISS') in connection with the election of directors at Keros' upcoming Annual Meeting constitutes an endorsement of ADAR1's aggressive campaign to oppose two highly qualified members of the Company's Board of Directors (the 'Board'). This notion is false and misleading. To be clear, the ISS recommendation is based on their standard voting guidelines for 'uncontested' director elections and was not reviewed by its special situations team that typically evaluates these types of campaigns. And unlike Glass Lewis, the report does not address any of ADAR1's misleading allegations or arguments. ADAR1's aggressive campaign to oppose two of the Board's highly qualified directors demonstrates a troubling disregard for Board diversity and critical expertise at a pivotal time for the Company. The Keros Board comprises nine directors, all of whom are independent except for the Company's CEO. This includes four representatives of Keros stockholders, two of whom are representatives of Pontifax, the Company's second largest stockholder. Collectively, the Board represents diverse perspectives and brings significant experience across the biotechnology industry, including drug development and commercialization, capital allocation, M&A and business development. In short, Keros has the right Board to oversee the ongoing strategic review process to maximize stockholder value and execute on the ultimate outcome of that process. The Board remains focused on successfully completing the strategic alternatives review process, which remains ongoing. We have always made, and will continue to make, decisions that we believe are in the best interests of the Company and ALL stockholders We strongly urge you to vote 'FOR' each of Keros' three director nominees, Mary Ann Gray, Ph.D., Ran Nussbaum and Alpna Seth, Ph.D. YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU MAY VOTE BY TELEPHONE, THE INTERNET OR MAIL BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. WE URGE YOU TO VOTE TODAY!If you have any questions or require any assistance with voting your shares, please contact: 7 Penn PlazaNew York, New York 10001Toll-Free: 1-800-322-2885Or Email: proxy@ Goldman Sachs & Co. LLC is serving as Keros' financial advisor, and Cooley LLP is serving as legal counsel. About Keros Therapeutics, is a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the TGF-ß family of proteins. Keros is a leader in understanding the role of the TGF-ß family of proteins, which are master regulators of the growth, repair and maintenance of a number of tissues, including blood, bone, skeletal muscle, adipose and heart tissue. By leveraging this understanding, Keros has discovered and is developing protein therapeutics that have the potential to provide meaningful and potentially disease-modifying benefit to patients. One of Keros' product candidates, cibotercept (KER-012), is being developed for the treatment of pulmonary arterial hypertension and for the treatment of cardiovascular disorders. Keros' second product candidate, KER-065, is being developed for the treatment of neuromuscular diseases. Keros' most advanced product candidate, elritercept (KER-050), is being developed for the treatment of cytopenias, including anemia and thrombocytopenia, in patients with myelodysplastic syndrome and in patients with myelofibrosis. Cautionary Note Regarding Forward-Looking Statements Statements contained in this press release regarding matters that are not historical facts are 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as 'anticipates,' 'believes,' 'continue,' 'expects,' 'enable,' 'potential' and 'will' or similar expressions are intended to identify forward-looking statements. Examples of these forward-looking statements include statements concerning the Annual Meeting and our director nominees, and the intended benefits of our classified Board structure. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: whether the objectives of the strategic alternative review process will be achieved; the terms, structure, benefits and costs of any strategic transaction; the timing of any transaction and whether any transaction will be consummated at all; the risk that the strategic alternatives review and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and maintain relationships with partners, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; the risk the strategic alternatives review could divert the attention and time of the Company's management; the risk of any unexpected costs or expenses resulting from the review; the risk of any litigation relating to the review; Keros' limited operating history and historical losses; Keros' ability to raise additional funding to complete the development and any commercialization of its product candidates; Keros' dependence on the success of its product candidates, cibotercept, KER-065 and elritercept; that Keros may be delayed in initiating, enrolling or completing any clinical trials; competition from third parties that are developing products for similar uses; the risk that circumstances surrounding or leading up to our 2025 Annual Meeting may change; Keros' ability to obtain, maintain and protect its intellectual property; and Keros' dependence on third parties in connection with manufacturing, clinical trials and preclinical studies. These and other risks are described more fully in Keros' filings with the Securities and Exchange Commission (the 'SEC'), including the 'Risk Factors' section of the Company's Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2025, and its other documents subsequently filed with or furnished to the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, Keros undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. Important Additional Information and Where to Find It On April 23, 2025, the Company filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") and form of accompanying proxy card with the SEC in connection with its 2025 Annual Meeting and its solicitation of proxies for the Company's director nominees and for other matters to be voted on. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the Proxy Statement and any amendments or supplements to the Proxy Statement and any other relevant documents filed by the Company with the SEC at no charge at the SEC's website at Copies will also be available at no charge at the Company's website at Certain Information Regarding Participants This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. The Company, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies for the 2025 Annual Meeting. Information regarding the names of such persons and their respective direct or indirect interests in the Company, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 23, 2025, including in the sections captioned "Compensation Discussion and Analysis," "Executive Compensation," "Non-Employee Director Compensation," "Transactions with Related Persons and Indemnification" and "Security Ownership of Certain Beneficial Owners and Management." To the extent that the Company's directors and executive officers have acquired or disposed of securities holdings since the applicable "as of" date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC's website at Contacts Investor Contact:Justin Frantzjfrantz@ Media Contact:Mahmoud Siddig / Adam Pollack / Viveca TressJoele Frank, Wilkinson Brimmer Katcher(212) 355-4449 __________________1 Permission to obtain quotes was neither sought nor obtained. A photo accompanying this announcement is available at in to access your portfolio
Yahoo
25-05-2025
- Business
- Yahoo
Leading Proxy Advisory Firm Glass Lewis Recommends Radware Stockholders Vote in Favor of Compensation Proposal for Chief Executive Officer
TEL AVIV, Israel, May 25, 2025 (GLOBE NEWSWIRE) -- Radware® (NASDAQ: RDWR), a global leader in application security and delivery solutions for multi-cloud environments, today announced that Glass Lewis, a leading independent proxy advisory firm, has recommended that stockholders vote 'FOR' the compensation proposal for Radware's president and chief executive officer at the Company's upcoming Extraordinary General Meeting of Shareholders (the 'Extraordinary General Meeting' or the 'Meeting'). In its report, Glass Lewis found that the annual bonus and long-term equity incentives are appropriately aligned with both performance and prevailing market practices. 'We are pleased that Glass Lewis supports our proposal for the modification of the compensation structure for Radware's president and chief executive officer,' said Meir Moshe, chairman of Radware's compensation committee. 'The compensation structure has been modified to better strengthen the alignment of pay and performance that serves in the best interests of our shareholders.' The Meeting will be held on Thursday, May 29, 2025, at 8:00 a.m. (EDT), at the offices of Radware Inc., 575 Corporate Drive, Mahwah, N.J. 07430, U.S.A. The record date for the Meeting is April 25, 2025. Detailed information about the compensation proposal for Radware's president and chief executive officer can be found in Radware's proxy statement. A copy of the proxy statement and proxy card may be obtained for free from the SEC's website at and from the Company's website at or by directing such request to the Company's investor relations department at ir@ If stockholders have any questions or need assistance voting shares, they may contact ir@ About RadwareRadware® (NASDAQ: RDWR) is a global leader in application security and delivery solutions for multi-cloud environments. The company's cloud application, infrastructure, and API security solutions use AI-driven algorithms for precise, hands-free, real-time protection from the most sophisticated web, application, and DDoS attacks, API abuse, and bad bots. Enterprises and carriers worldwide rely on Radware's solutions to address evolving cybersecurity challenges and protect their brands and business operations while reducing costs. For more information, please visit the Radware website. Radware encourages you to join our community and follow us on: Facebook, LinkedIn, Radware Blog, X, and YouTube. ©2025 Radware Ltd. All rights reserved. Any Radware products and solutions mentioned in this press release are protected by trademarks, patents, and pending patent applications of Radware in the U.S. and other countries. For more details, please see: All other trademarks and names are property of their respective owners. The contents of any website or hyperlinks mentioned in this press release are for informational purposes and the contents thereof are not part of this press release. ContactsInvestor Relations:Yisca Erez, +972-72-3917211, ir@ Media Contacts:Gerri Dyrek, Safe Harbor Statement This press release includes 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements made herein that are not statements of historical fact, including statements about Radware's plans, outlook, beliefs, or opinions, are forward-looking statements. Generally, forward-looking statements may be identified by words such as 'believes,' 'expects,' 'anticipates,' 'intends,' 'estimates,' 'plans,' and similar expressions or future or conditional verbs such as 'will,' 'should,' 'would,' 'may,' and 'could.' Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware's current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions, including as a result of the state of war declared in Israel in October 2023 and instability in the Middle East, the war in Ukraine, tensions between China and Taiwan, financial and credit market fluctuations (including elevated interest rates), impacts from tariffs or other trade restrictions, inflation, and the potential for regional or global recessions; our dependence on independent distributors to sell our products; our ability to manage our anticipated growth effectively; our business may be affected by sanctions, export controls, and similar measures, targeting Russia and other countries and territories, as well as other responses to Russia's military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries; the ability of vendors to provide our hardware platforms and components for the manufacture of our products; our ability to attract, train, and retain highly qualified personnel; intense competition in the market for cybersecurity and application delivery solutions and in our industry in general, and changes in the competitive landscape; our ability to develop new solutions and enhance existing solutions; the impact to our reputation and business in the event of real or perceived shortcomings, defects, or vulnerabilities in our solutions, if our end-users experience security breaches, or if our information technology systems and data, or those of our service providers and other contractors, are compromised by cyber-attackers or other malicious actors or by a critical system failure; our use of AI technologies that present regulatory, litigation, and reputational risks; risks related to the fact that our products must interoperate with operating systems, software applications and hardware that are developed by others; outages, interruptions, or delays in hosting services; the risks associated with our global operations, such as difficulties and costs of staffing and managing foreign operations, compliance costs arising from host country laws or regulations, partial or total expropriation, export duties and quotas, local tax exposure, economic or political instability, including as a result of insurrection, war, natural disasters, and major environmental, climate, or public health concerns; our net losses in the past and the possibility that we may incur losses in the future; a slowdown in the growth of the cybersecurity and application delivery solutions market or in the development of the market for our cloud-based solutions; long sales cycles for our solutions; risks and uncertainties relating to acquisitions or other investments; risks associated with doing business in countries with a history of corruption or with foreign governments; changes in foreign currency exchange rates; risks associated with undetected defects or errors in our products; our ability to protect our proprietary technology; intellectual property infringement claims made by third parties; laws, regulations, and industry standards affecting our business; compliance with open source and third-party licenses; complications with the design or implementation of our new enterprise resource planning ('ERP') system; our reliance on information technology systems; our ESG disclosures and initiatives; and other factors and risks over which we may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Radware, refer to Radware's Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC), and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware's public filings are available from the SEC's website at or may be obtained on Radware's website at in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
CNA
24-05-2025
- Automotive
- CNA
Advisory firm Glass Lewis backs Toyota chairman re-election
TOKYO : Advisory firm Glass Lewis has recommended shareholders re-elect Toyota Motor Chairman Akio Toyoda at this year's annual general meeting in June. Glass Lewis had recommended that shareholders vote against his re-election the past two years. Toyoda's position at the automaker has come under scrutiny over governance concerns. Toyoda, the grandson of the company's founder and previously its chief executive, has seen shareholder support slip in recent years. He was re-elected to the board with backing from 72 per cent of the shareholders in 2024, down from 85 per cent and 96 per cent, respectively, in the prior two years. In a July 2024 interview by the automaker's own news outlet, Toyoda said that his seat on the board could be at risk if shareholder support continued to fall. He said then that the 2024 result marked the lowest support rating ever for a director in Toyota's history. In addition to Glass Lewis, proxy adviser Institutional Shareholder Services (ISS) has also recommended shareholders re-elect Toyoda this year, in contrast to last year when it recommended a vote against him.
