Picking itself off the mat nearly a year after an unsuccessful proxy bid, Ranger Governance Ltd. of Dallas announced today it will try once again to elect a slate of nominees to Computer Associates International Inc.s board of directors. Ranger Governance is a limited partnership run by Sam Wyly, who owns several million options on CA stock.
Ranger is backing a minority slate of five candidates to the CA board at the companys annual shareholders meeting on Aug. 28. The nominees are Richard Agnich, Max Hopper, Stephen Perkins, Ronald Robinson and Cece Smith. The incumbent directors these candidates will try to unseat are CA Chairman Charles Wang, President and CEO Sanjay Kumar, Executive Vice President Russell Artzt, Willem de Vogel and Alfonse DAmato.
Ranger cited poor corporate performance as the reason for the rematch. In a statement, Ranger noted that CAs stock has declined in value by 50 percent in the last year and is now trading at about $16 per share; the companys revenues have dropped by 51 percent over the last two years.
Perkins, who was recently named president of Ranger, said in the statement the minority slate was nominated because “Ranger has no confidence in the willingness or ability of CAs senior management and current Board of Directors to implement the changes Ranger believes are necessary to improve CAs financial performance and increase stockholder value. For example, Ranger previously requested that the independent members of the CA Board remove Messrs. Wang, Kumar and Chief Financial Officer Ira H. Zar from their respective offices. Rangers nominees, if elected, will urge other directors to join with them in replacing these three officers.”
CA issued a statement rebutting Perkins assertions. “We dont believe that Mr. Wylys decision to mount a distracting and costly proxy challenge is in the best interests of the company or its shareholders. The fact is that CA is delivering on the commitments made last year. … We have continued to strengthen our corporate governance, most recently by adding the former chief accountant for the SEC and one of the countrys foremost corporate governance experts to our board.” The company took those measures to appease investors in response to Rangers proxy offensive a year ago.
CA noted that its largest shareholder, in an April 25 letter to Wyly, reaffirmed his support for CA, its management and recent initiatives to improve corporate governance and customer service. “We will be filing our proxy statement in due course and will oppose any of Mr. Wylys nominees,” the CA statement concluded.
In February, the Securities and Exchange Commission and the U.S. Attorneys office launched investigations into CAs accounting practices. While CAs stock has had its problems, securities analysts have noted that many technology firms stock prices have lost value over the past couple of years.
On Rangers proposed slate, Hopper is a name notable to many in the IT profession. Now president of Max D. Hopper Associates Inc., a Dallas-based consulting firm Hopper founded in 1995, he was a pioneer on automating airline reservation systems and previously served as chairman of The SABRE Group at American Airlines.
Among the other candidates, Agnich currently manages personal investments through a family investment firm in Dallas and previously spent 27 years with Texas Instruments; Robinson is professor and department head of the Harold Vance Department of Petroleum Engineering at Texas A&M University; and Smith served as a director of the Federal Reserve Bank of Dallas from 1992 to 1997 and served as its chairman from 1994 to 1996.
Perkins has been managing director of Ranger since June 2001 and now serves as Rangers president. He served as Communications Group president of Sterling Commerce.
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