Online Resources nominees supported by second proxy advisory firm

By Lisa Kerner

Charlotte, N.C., May 4 - Egan-Jones Ratings Co. has recommended that Online Resources Corp. shareholders re-elect three members of the company's board of directors at the annual meeting on May 6, Online Resources said on Monday.

According to Online Resources, Egan-Jones said, "We believe that the current slate of directors presented by the management is in the best interest of the company and its shareholders."

Egan-Jones, along with Glass, Lewis & Co., recommended against the full slate of nominees put forth by Tennenbaum Capital Partners.

Online Resources said that in making its decision, Egan-Jones considered Tennenbaum's conflict of interest with those of other common shareholders, the current board's ability to best represent all shareholder interests and the company's plan to increase shareholder value.

Tennenbaum, in a Monday letter to Online Resources shareholders, asked for their support of its three-member dissident slate.

"In our view, this election is about which slate of nominees has the experience and proven track record to meet the challenges the company has today and will have going forward," Tennenbaum said in the letter.

As previously reported, Proxy Governance, Inc. and RiskMetrics Group/ISS recommended that Online Resources shareholders vote in favor of Tennenbaum's director nominees.

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.

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.

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

In the letter, Tennenbaum reiterated that it is not interested in selling Online Resources and said its nominees have no preconceived agenda.

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