Shareholders overwhelmingly vote for change
Clear message that Riverbed needs to engage
The full text of the letter is as follows:
“May 27, 2014
Dear Members of the Board of Directors:
I am writing to you on behalf of
The results of last Thursday’s annual meeting reflect a clear and unmistakable message from Riverbed’s shareholders to its Board: Your behavior this year has been wrong – stop entrenching and engage. As you are now aware, Shareholders by an overwhelming majority:
This clear message from your shareholders follows the resignation of the other two Board nominees who were up for re-election this year and who thereby avoided this year’s shareholder vote by leaving the Board. Since January, Riverbed’s Board has gone from nine to just six members. Had the entire Board been up for a vote at last week’s meeting, we have no doubt that Riverbed would have a completely new Board today.
This is a powerful message from shareholders and we hope the Board views it as a wake-up call. This clear rejection of the Board’s strategy to date is all the more striking when one considers that shareholders took this action entirely of their own volition, without the prompting of a proxy fight. Shareholders and ISS and Glass Lewis -- the nation’s two leading shareholder advisory services -- independently recognized that corporate governance at Riverbed is too self-serving and the Board is too entrenched. Riverbed’s Chairman and CEO recently defended the Board’s entrenchment by telling a reporter that the Company has “nothing broken to fix.” This statement reflects a profound disconnect from shareholder sentiment as evidenced by last week’s vote.
It is time for the remaining Board members to start behaving in a manner consistent with your fiduciary duties. Elliott today proposes a meeting among the Board, senior management and Elliott to discuss a path forward with the goal of maximizing shareholder value. I had hoped to meet some of the Board members at the annual meeting last week – incredibly, all of the non-executive Board members chose to dial in rather than meet the shareholders face-to-face.
Inaction is no longer an option for this Board. It is time to stop ignoring the clear will of your shareholders. You are well aware that there are a number of potential buyers that are interested in pursuing an acquisition at a significant premium, and our
Elliott remains committed to this effort and intends to exercise all rights at its disposal to ensure that the Board’s duties to shareholders are fulfilled. In that regard, we feel that we must urge the Board to resist any temptation to take measures beyond those already taken to thwart or interfere with the rights of shareholders to support a sale of the Company. As you know, your Chairman and two key directors are up for reelection next year. If the Board fails to listen to its shareholder base and insists on further entrenchment, we are confident shareholders will again vote down these three Board members and replace them with nominees who are focused on maximizing shareholder value.
We are hopeful that will not be necessary and that the Board will now commit to open-minded engagement with shareholders. As one of Riverbed’s largest shareholders, we think a meeting between Elliott and the Board is the right place to start. We request such a meeting in the next two weeks and are prepared to discuss immediately with you and your advisors how best to move forward. As always, I remain personally available to answer any questions that you may have in preparation for our meeting.
Very truly yours,
Cautionary Statement Regarding Forward-Looking Statements
The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could,” “should” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Our forward-looking statements are based on our current intent, belief, expectations, estimates and projections regarding the Company and projections regarding the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.