Online Resources shareholder's slate backed by proxy advisory firms

By Lisa Kerner

Charlotte, N.C., April 16 - Online Resources Corp. shareholder Tennenbaum Capital Partners said Proxy Governance, Inc. and RiskMetrics Group recommended that the company's shareholders vote in favor of Tennenbaum's director nominees at the annual meeting on May 6.

Proxy Governance recommended that shareholders vote for all of Tennenbaum's nominees, and RiskMetrics recommended in favor of John Dorman and Edward D. Horowitz, Tennenbaum said.

According to Tennenbaum, Proxy Governance said in its report, "Because the dissident slate offers independent nominees with strong grounding in technology and services business as well as deep experience throughout the growth cycle of technology companies, we believe shareholders would be better served by electing the three dissident nominees."

"Based on the company's recent one, three, and five year underperformance to peers, history of missed financial guidance, positive market reaction to dissident actions and governance issues, we believe change is warranted," RiskMetrics reported, Tennenbaum said.

In February, Tennenbaum affiliate Special Value Opportunities Fund, LLC announced it will nominate Dorman, former chairman, president and chief executive officer of Digital Insight Corp.; Horowitz, former president and CEO of SES Americom; and Bruce A. Jaffe, former corporate vice president of Microsoft Corp.

Special Value Opportunities Fund said the nominations are in reaction to the failure of Online Resources' board to consider the shareholder's suggestions, which included splitting the roles of chairman and CEO and reviewing strategic alternatives.

Online Resources is a Chantilly, Va.-based web-based financial services company.

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