Aug. 6, 2013
/PRNewswire/ -- Alere Inc. (NYSE: ALR) (the "Company" or "Alere") today announced that the Nominating and Corporate Governance Committee of the Company's Board of Directors, responding to feedback from several of the Company's stockholders regarding the importance of direct stockholder representation, has recommended to the Board of Directors that the Board appoint
Gregg J. Powers
, Chairman and Chief Executive Officer of Private Capital Management, to the Board as soon as practicable after the Company's 2013 Annual Meeting of Stockholders, to be held on
Wednesday, August 7
, 2013. Private Capital Management owns approximately 1,580,000 shares of Alere common stock and approximately 5,400 shares of Alere preferred stock, and Mr. Powers owns 46,000 shares of Alere common stock and 18,608 shares of Alere preferred stock. If Mr. Powers is appointed, the number of directors would be increased from 10 to 11, 9 of whom would be independent.
In response to additional feedback from our stockholders, the Nominating and Corporate Governance Committee has also recommended that the Board implement three new corporate governance measures:
- Appointment of a Lead Independent Director.
- Adoption of majority voting for uncontested elections of directors, beginning at the 2014 Annual Meeting of Stockholders.
- Amendment of the Company's certificate of incorporation and bylaws to permit stockholders representing 25% or more of its outstanding common stock to call a special meeting of stockholders, subject to stockholder approval at the 2014 Annual Meeting of Stockholders.
It is expected that the Board will act to implement these measures promptly.
"In speaking with our stockholders over the past few weeks, it is clear that they recognize and appreciate the superior qualifications and strengths of our four independent candidates for election to the Board at our Annual Meeting," said
, Chairman of the Nominating and Corporate Governance Committee. "However, in these conversations our stockholders have also expressed a desire for a director aligned with long-term institutional stockholders, as well as enhancements to corporate governance practices. In response to this feedback, the Nominating and Corporate Governance Committee is pleased to announce that it has unanimously recommended the appointment of
, the Senior Portfolio Manager at Private Capital Management, and one of our largest institutional stockholders as well as a stockholder himself, to the Board following our Annual Meeting, and has also recommended that the Board implement three new corporate governance measures important to our stockholders."
"Gregg is a seasoned professional with a distinguished record of value creation," added
. "He has more than 25 years of institutional investing experience, and has a nearly three decade-long track record of strong returns and beating the benchmark indices. We believe that Gregg will be another tremendous asset to our Board and bring another independent perspective to guide our strategy and the future direction of the Company. Of course, the Committee cannot speak on behalf of the directors who may be elected at the Annual Meeting, but we expect the full Board to vote favorably on our recommendation."
"I am excited about the prospect of joining Alere's Board of Directors and serving as a strong advocate for my fellow stockholders," said Mr. Powers. "I am also very impressed by the credentials of the Company's new, independent director nominees, and would be honored to serve alongside them. As a significant stockholder of Alere, I see this as an important opportunity to inject direct stockholder representation into the boardroom and the execution of Alere's new strategy. Assuming election of the Company's new nominees, I will look forward to the opportunity to join the Board immediately."