Tollgrade asks shareholders to vote for company's nominees on Aug. 5

By Lisa Kerner

Charlotte, N.C., July 2 - Tollgrade Communications, Inc. asked its shareholders to vote to re-elect the company's directors using the white proxy card ahead of the company's annual meeting on Aug. 5.

Ramius, LLC announced in February it would nominate four candidates for election to Tollgrade's board at the 2009 annual meeting.

According to Tollgrade, Ramius' "disruptive and costly proxy contest" is interfering with the company's progress in implementing its "refocused strategy" and "effecting the transformation of Tollgrade."

Ramius, Tollgrade said, has not provided any new ideas or proposals to enhance value for all of the company's shareholders.

Tollgrade has, on the other hand, "developed a comprehensive plan to transform Tollgrade and reinvigorate its global franchise by refocusing on Tollgrade's core business," according to a letter sent to shareholders on Thursday.

In the letter, Tollgrade said its board of directors has:

• Appointed veteran telecom executive Edward H. Kennedy as its newest independent director to enhance the telecom industry expertise of the Tollgrade board;

• Sold off non-core assets;

• Bolstered cash reserves;

• Strengthened supply chain efficiencies; and

• Authorized a $15 million stock buyback program.

On Wednesday Tollgrade announced that it adopted a series of amendments to enhance the company's corporate governance, including a stricter standard of independence.

A Tollgrade director will not be considered independent if, among things, the director or a member of the director's immediate family was employed by Tollgrade or received more than $90,000 in direct compensation from the company during a 12-month period, Tollgrade said.

Tollgrade, based in Cheswick, Pa., designs, engineers, markets and supports test system and status monitoring hardware and software products for the U.S. telecommunications and cable industries.

© 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.