NEW YORK--(BUSINESS WIRE)--Sandell Asset Management Corp. (“Sandell”), a significant shareholder of JDS Uniphase Corporation (NASDAQ:JDSU) (“JDSU” or the “Company”), today announced that Institutional Shareholder Services (ISS), a leading independent proxy voting advisory firm, has recommended that shareholders vote “AGAINST” Martin Kaplan, a Director of JDSU since 1997 and the Chairman of the Company’s Governance Committee.
In reaching its conclusion, ISS acknowledged what we view as the troubling and brazen steps taken by the Company to disenfranchise shareholders:
“It does appear that the company, particularly in adopting a nomination bylaw that made the actual date of the upcoming meeting critical…and then announcing that critical date just as time ran out for the nomination window, appears to have actively attempted to frustrate the exercise of elemental shareholder rights.”
“As the chair of the governance committee, Kaplan bears direct responsibility for these actions to frustrate the exercise of shareholder rights, and we recommend shareholders vote AGAINST Kaplan.”
Tom Sandell, CEO of Sandell Asset Management, said: “This conclusion and recommendation from ISS supports our belief that the actions taken by JDSU were designed to disenfranchise shareholders and silence shareholder voice. This decision should send a powerful message to the entire Board of Directors at JDS Uniphase that their actions will not go un-challenged. We look forward to continuing to engage in dialogue with shareholders in advance of the Annual Meeting and we are encouraging other shareholders to vote “AGAINST” Mr. Kaplan as well as CEO and Director Thomas Waechter, whose intransigence we believe is responsible for hampering the ability of shareholders to realize value from the Company’s unique assets in a timely manner, including its CCOP business as well as its vast quantity of net operating loss carryforwards (NOLs).”
About Sandell Asset Management Corp.
Sandell Asset Management Corp. is a leading private, alternative asset management firm specializing in global corporate event-driven, multi-strategy investing with a strong focus on equity special situations and credit opportunities. Sandell Asset Management Corp. was founded in 1998 by Thomas E. Sandell and has offices in New York and London, including a global staff of investment professionals, traders and infrastructure specialists.