Responding to Oracle Corp.s ploy to acquire PeopleSoft Inc. through a proxy battle, PeopleSofts board of directors voted late last week to hold its annual shareholder meeting two months earlier than anticipated.
PeopleSofts board voted to hold the meeting March 25, which means shareholders are eligible to cast their vote for a new board as early as Feb. 10, leaving Oracle little time to sway shareholders in its direction.
On Jan. 26 Oracle announced its slate of candidates for PeopleSofts board. The company also said it will try to pull together enough shareholder support to replace a sitting board member, Michael Maples, that it said was not properly elected to PeopleSofts board.
Oracle is waging a battle to acquire PeopleSoft, of Pleasanton, Calif., through traditional means as well as the board takeover.
PeopleSofts early annual meeting is an outright effort to put to rest Oracles attempts to overcome the company.
"We voted … so that we could put Oracles apparent efforts to interfere with our business behind us as soon as possible," Craig Conway, PeopleSofts CEO, said in a statement. "We believe it is important to give PeopleSoft stockholders an opportunity to bring Oracles efforts to disrupt our business to an end by voting in favor of the Boards nominees and rejecting Oracles nominees."
PeopleSofts board also nominated late last week four sitting members for re-election. They include A. George "Skip" Battle; Craig Conway, the companys president and CEO; Frank Fanzilli, Jr.; and Cyril Yansouni. The company currently has eight sitting board members with four up for re-election. All eight of the current members are unanimous in their vote against the Oracle deal.
With its slate of nominees, PeopleSoft is apparently ignoring Oracles call to re-elect Maples, which leaves Oracle to attempt to expand PeopleSofts bylaws and vote in a fifth board member.
Oracle has said in the past its goal in waging the proxy battle is to nominate a board of directors that will provide an "independent representation for the true ownership of PeopleSoft."
Oracles nominees—which PeopleSoft contends are being paid to run for election—include Dr. Duke Bristow, an economist at the UCLA Anderson School of Management; Richard Clemmer, president of Venture Capital Tech LLC; Roger Noall, a former executive vice president with KeyCorp; Dr. Laurence Paul, managing principal of Laurel Crown Capital LLC; and Dr. Artur Raviv, professor of finance at Northwestern University.