Aspect Medical agrees to nominate First Manhattan director designees

By Lisa Kerner

Charlotte, N.C., April 9 - Aspect Medical Systems, Inc. said it reached an agreement with shareholder First Manhattan Co., avoiding a proxy contest in connection with the company's 2009 annual meeting of shareholders.

Under the terms of the agreement, Aspect will nominate at the meeting:

• Nassib G. Chamoun, Aspect president and chief executive officer;

• Jon C. Biro, executive vice president and chief financial and accounting officer of Consolidated Graphics, Inc.; and

• Melvin L. Keating, former president and CEO of Alliance Semiconductor Corp.

Biro and Keating were proposed by First Manhattan and recommended by Aspect's nominating and governance committee, the company said.

Aspect said it will also appoint Vincent P. Scialli, managing director of First Manhattan, to the class of directors whose term will expire in 2011 immediately prior to the annual meeting. In addition, Scialli will be nominated for re-election when his term expires, subject to certain conditions.

Two current Aspect directors, Boudewijn L.P.M. Bollen and David W. Feigal Jr. will resign from the nine-member board effective immediately prior to the 2009 annual meeting.

Aspect said directors Michael Esposito and James J. Mahoney Jr. will not stand for re-election, but immediately prior to the meeting, Mahoney will be elected to the class of directors whose term will expire in 2010.

One of First Manhattan's nominees will be appointed to each of the board's committees, including a new special committee, according to Aspect.

First Manhattan, a 13.6% shareholder, agreed not to solicit proxies or make proposals in connection with Aspect's 2009 annual meeting and will vote its shares in favor of the nominees and all of the proposals to be presented at the meeting.

The 2009 annual meeting of Aspect shareholders will be held at 9 a.m. ET on June 5. The record date for the meeting is April 13.

Aspect Medical is a Norwood, Mass.-based developer of brain-monitoring technology.

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