Nuance Communications, Inc. (NASDAQ: NUAN) today announced the appointments of Brett Icahn and David Schechter to the Company’s Board of Directors, effective immediately. Icahn and Schechter are Co-Managers of the Sargon Portfolio, a designated portfolio of assets within the various private investment funds comprising the Investment segment of Icahn Enterprises L.P. (NASDAQ: IEP). With these additions, Nuance’s Board now comprises 11 directors.
"We are pleased to welcome Brett and David to our Board of Directors and look forward to their contributions," said Paul Ricci, Nuance Chairman and CEO. “Over the past few quarters, we have made significant progress in our efforts to deliver enhanced stockholder value, and we remain enthusiastic about Nuance’s long-term prospects.”
Brett Icahn and David Schechter together stated, “Nuance is reinventing the relationship between people and technology, and as its largest shareholder we see numerous, promising growth opportunities for the Company. We are confident that Nuance has the right strategy in place, and we will work with the Board and management team to continue enhancing stockholder value.”
Carl C. Icahn, Chairman of Icahn Enterprises L.P., stated, “We are happy to have reached this agreement with Nuance. Brett and David have served successfully on many boards. I strongly believe in the potential of Nuance.”
In connection with today’s announcement, the Icahn Group and its affiliates, which collectively own approximately 16.7% of Nuance’s outstanding stock, have agreed to support the Company's slate of director nominees, which will include Icahn and Schechter, at Nuance’s 2014 Annual Meeting of Stockholders. The Icahn Group has also agreed to other customary standstill provisions.
The Nomination and Standstill Agreement between the Company and the Icahn Group is an exhibit to the Company’s Current Report on Form 8-K filed today with the Securities and Exchange Commission.
Mr. Icahn has been employed by Carl Icahn and his affiliated investment funds since 2002 and is currently responsible for co-executing an investment strategy across all industries as a Portfolio Manager of the Sargon Portfolio for Icahn Capital. Mr. Icahn currently serves as director of The Hain Celestial Group, Inc., Take-Two Interactive Software Inc., Cadus Corporation, Voltari Corporation and American Railcar Industries, Inc. Mr. Icahn received a B.A. from Princeton University.