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Anaren Announces Bylaw Amendment And Other Changes

Stocks in this article: ANEN

SYRACUSE, N.Y., Feb. 25, 2013 (GLOBE NEWSWIRE) -- Anaren, Inc. (Nasdaq:ANEN) announced today that the Board of Directors, at its regular second quarter meeting held on February 13, 2013, amended the Company's Restated By-laws to provide for majority voting in uncontested director elections. Any incumbent director not receiving a majority of the votes cast by shareholders will be deemed to have submitted their resignation to the Board, which will be accepted upon submission. Pursuant to the amendment, a non-incumbent director nominee in an uncontested election must also receive a majority of the votes cast to be elected and qualified. Lawrence A. Sala, Anaren's Chairman, President and CEO, said, "This amendment was adopted following overwhelming shareholder support at last year's Annual Shareholder Meeting in response to an advisory vote requesting elimination of the Company's plurality voting structure in favor of majority voting for directors."

Anaren's Board also decided to authorize the amendment of the termination date of the Company's existing Shareholder Protection Rights Agreement ("Rights Agreement"). Currently, the Rights Agreement is scheduled to terminate on April 27, 2021. If the proposed amendment is approved by the Company's shareholders at the Annual Meeting of Shareholders scheduled to be held on November 6, 2013, the Rights Agreement will be amended to terminate on December 1, 2013.

Anaren's Board, based on the recommendation of its Compensation Committee, further decided not to enter into any future executive employment agreements or change-of-control agreements that contain "modified single-trigger provisions" in the event of a change-in-control of the Company.

Company Background

Anaren designs, manufactures and sells complex microwave components and subsystems for the wireless communications, satellite communications and defense electronic markets. For more information on Anaren's products, visit our Web site at .

The Anaren, Inc. logo is available at

CONTACT: George Blanton, CFO

Anaren, Inc. Logo

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