SM&A again asks shareholders to reject former CEO's dissident slate of nominees

By Lisa Kerner

Charlotte, N.C., May 2 - SM&A, in a follow up to its April 23 letter, urged its shareholders to reject the dissident slate of director nominees put forth by and including former company chief executive officer Steven Myers at the annual meeting on May 23.

It was previously reported that Myers was asked to retire from the company in March 2007.

In a May 2 letter to shareholders, chairman of the board Dwight Hanger called the nominations "a transparent, de facto takeover attempt by four friends" whose ties will make them "anything but independent."

The company said it thought it also would be helpful, in the letter, to provide some "perspective on the philosophy and objectives" of the board, reiterating its "unwavering commitment" to enhancing its governance practices and policies.

While the board is not opposed to seriously considering qualified candidates, it said it was "hard pressed" to find the necessary experience, expertise or business acumen that may add value to SM&A in Myers' candidates.

"Our stockholders rightfully demand superior representation of their interests," SM&A's letter stated. The company cited its board's "truly independent directors, highly qualified audit, compensation and corporate governance committees, open disclosure of policies, and linking pay to performance" as well as "a myriad of other sound practices."

Hanger, in a previous message to shareholders, said nothing positive can come out of Myers' efforts, noting that at one point during Myers' tenure as CEO, the company's stock traded at $0.62 per share and was delisted.

Under Myers' leadership, SM&A had $45 million of write-offs and total losses of $50 million over 2000 and 2001, according to Hanger.

On March 25, Myers, SM&A's founder and largest shareholder, said the company's rejection of a shareholder presence on its board of directors "speaks volumes about the intransigence" of the current board.

"As for the board's concern about the cost and distraction of a proxy fight, that was its choice when it refused to nominate the partial board slate I proposed," Myers noted in a prior news release.

SM&A, based in Newport Beach, Calif., provides competition management and program support services to industrial customers in the aerospace and defense, information technology, telecommunications, and other industries.

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