GTSI Adopts Majority Voting Policy For Election Of Directors And Authorizes Shareholder Proposal For Annual Election Of Directors
GTSI, a leading systems integrator and provider of information technology to federal, state and local governments, today announced that its Board of Directors adopted a majority voting policy at its regular meeting on August 5, 2011.
Under the new policy, any nominee for director who receives “for” votes amounting to less than 50% of the votes cast in an uncontested election must tender his or her resignation following certification of the voting results. The Board’s Nominating and Governance Committee will promptly make a recommendation to the Board on whether or not to accept the resignation. The Committee will consider the qualifications of the director, the impact the director’s resignation would have on the Company’s compliance with the requirements of the Securities and Exchange Commission and the NASDAQ Stock Exchange as well as other relevant factors to determine whether the director’s resignation from the Board would be in the best interests of the Company and its shareholders. The Company will disclose the Board’s decision in a Form 8-K filed with the Securities and Exchange Commission. If the decision is not to accept the resignation, the filing will disclose the Board's reasons for that decision.
The Board also authorized the inclusion of a shareholder proposal in GTSI’s 2012 proxy statement to declassify the Board of Directors and provide for the annual election of all directors for a one-year term. If approved, the proposal provides for the election of the entire Board to a one-year term effective at the 2012 annual meeting of shareholders.
Sterling Phillips, GTSI’s Chief Executive Officer, said, "GTSI’s directors on an ongoing basis evaluate methods of improving corporate governance and assess the Board’s overall effectiveness. We believe the majority voting policy, and annual election of directors, if approved, will enhance our responsiveness and accountability to our shareholders.”GTSI has not yet filed with the SEC a proxy statement with respect to its 2012 Annual Meeting of Shareholders. GTSI SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. GTSI’s shareholders may obtain a free copy of the proxy statement, as well as other filings containing information about GTSI, without charge, at the SEC’s Internet site ( http://www.sec.gov). Copies of the proxy statement also may be obtained, without charge, by directing a request toGTSI Corp.2553 Dulles View DriveSuite 100Herndon, VA 20171Attention: Investor RelationsTelephone: 703-502-2463Email: firstname.lastname@example.org WHEN IT BECOMES AVAILABLE, READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE PROPOSED CHANGES.
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