Motorola avoids proxy contest with Icahn

By Lisa Kerner

Charlotte, N.C., April 7 - Motorola, Inc. reached an agreement with Carl Icahn in which William R. Hambrecht and Keith Meister will be nominated for election to Motorola's board of directors at the 2008 annual meeting. They will also be included in the company's 2008 proxy statement, according to a Motorola news release.

Meister, a managing director of the Ichan investment funds and principal executive officer of Icahn Enterprises, has been appointed to the board effective immediately.

Hambrecht is founder, chairman and chief executive officer of WR Hambrecht + Co. and co-founder of Hambrecht & Quist.

The Icahn group, Hambrecht and Meister, together beneficially owning 6.4% of Motorola's outstanding shares, agreed not to solicit proxies in connection with the annual meeting and to vote its shares in support of all of the board's director nominees, the release said.

All pending litigation between Icahn and Motorola will be dismissed.

Motorola said it would seek Icahn's input in connection with the intended separation of its mobile devices business and in the search for a new CEO to lead the mobile devices business.

"We look forward to continuing the process we announced on March 26 to create two independent publicly traded companies and we are pleased to avoid a costly and distracting proxy contest," Motorola president and CEO Greg Brown said in the release.

Commenting on the agreement, Icahn said the Motorola board has taken "an important step forward for corporate governance in that the separated company which includes mobile devices will be essentially free from poison pills and staggered boards, both of which, in my opinion, serve to make democracy a travesty in corporate America."

In March, Ichan called Motorola's planned separation "much delayed and long overdue." The investor also voiced concerns about the speed with which a new management team will be selected for the mobile devices business as well as when the separation transaction would be completed.

It was previously reported that in November, Icahn suggested that the Schaumburg, Ill.-based communications company split into a mobile devices company, an enterprise mobility company, a connected home company and a company focused on mobile networks infrastructure.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.