May 22, 2013
/PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), one of the largest shareholders of DSP Group, Inc. ("DSP" or "the Company") beneficially owning approximately 10.1% of its outstanding common stock, today has issued an open letter to DSP shareholders following the Company's recent announcement of proposed corporate governance changes. The full text of the letter is included below:
Fellow DSP Shareholders,
Earlier this morning, DSP announced its intent to declassify its Board of Directors (the "Board") beginning in 2014, its intent for Patrick Tanguy to replace
as non-executive Chairman, and its intent to adopt a stock ownership policy for members of the Board. While these actions appear to be a long overdue improvement in corporate governance, the manner in which they were announced clearly demonstrates a failure in corporate governance at DSP and is a cause for great concern.
In relation to these announcements, the Company's press release states:
"A special meeting of the Company's Board of Directors will be scheduled promptly to consider the proposed declassification of the Company's Board of Directors beginning in 2014 and the election of Mr. Tanguy as non-executive Chairman of the Board. At this meeting, the Board will also consider the establishment of stock ownership policy for members of the Board of Directors and the Company's senior management..."
So it appears that these changes, which have already been publicly announced, were not reviewed and formally approved by the
To be clear, the selection of a new Chairman of the Board
should be a decision of the full Board
A well functioning Board should meet and discuss significant changes in corporate governance policy and changes to the leadership of the Board.