Ancora Calls on Everbridge to Initiate Sale Process Following Damning Annual Meeting Results

Rhea-AI Summary

Approximately 49% of stockholders withheld support for Chairman Jaime Ellertson during the 2022 Annual Meeting. Ancora Holdings Group, a significant stockholder of Everbridge (EVBG), urges Ellertson and directors Richard D’Amore and Bruns Grayson to resign due to perceived underperformance. The statement highlights a strong sentiment among stockholders for boardroom change and suggests that a sale of the company could yield over $70 per share, reflecting significant undervaluation. Ancora advocates for the Board to consider any legitimate sale offers.

Positive

• 49% of stockholders expressed discontent with current leadership, signaling a demand for change.
• Ancora believes Everbridge is undervalued at current share prices, proposing a potential sale could exceed $70 per share.

Negative

• Significant portion of stockholders withheld support, indicating dissatisfaction with board leadership.
• Lead Independent Director Bruns Grayson faced overwhelming votes against re-election, pointing to governance issues.

Highlights That Approximately 49% of Stockholders Withheld Support for Chairman Jaime Ellertson

Urges Mr. Ellertson and Long-Tenured, Underperforming Directors Richard D’Amore and Bruns Grayson to Resign

CLEVELAND--(BUSINESS WIRE)-- Ancora Holdings Group, LLC ("Ancora"), a significant stockholder of Everbridge, Inc. (NASDAQ: EVBG) (“Everbridge” or the “Company”), today issued the following statement regarding the certified voting results of the Company’s 2022 Annual Meeting of Stockholders, which were filed with the U.S. Securities and Exchange Commission on May 25, 2022:

“The fact that approximately 49% of stockholders who voted withheld support for Chairman Jaime Ellertson speaks volumes about the need for boardroom change and a new strategy for value creation at Everbridge. According to the certified results, stockholders also overwhelmingly voted against the re-election of Lead Independent Director Bruns Grayson, who chairs the Company’s Nominating and Corporate Governance Committee. Given their apparent failures and misalignment with stockholders, as well as an inability to effectively develop a succession plan, we believe Mr. Ellertson, Mr. Grayson and Director Richard D’Amore should assume accountability for their failings and immediately resign from the Board of Directors.

“We feel stockholders sent a clear message to the Board this year that the status quo is unacceptable, and we hope this serves as a catalyst for a shake-up in the boardroom and a credible review of sale options. As we have repeatedly stated, we believe Everbridge is dramatically undervalued at current share price levels and contend a sale to a well-capitalized acquirer could deliver more than $70 per share.¹ Having engaged with a large number of stockholders, we believe stockholders would strongly favor a sale of the business at the right price versus continuing to allow the Company to proceed with its standalone plan, which would expose stockholders to the continued risk of poor governance and subpar execution. One thing is evident: the current Board can no longer dismiss stockholder feedback and ignore acquirer interest.

“In light of this year’s narrow vote and our strong belief that there is demonstrated acquirer interest in Everbridge, we expect the Board to thoroughly evaluate any bona fide sale offers for the Company.”

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management and retirement plan services to individuals and institutions across the United States. The firm's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit https://ancora.net.

Written materials are submitted voluntarily pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. This is not a solicitation of authority to vote your proxy. Ancora is not asking for your proxy card and will not accept proxy cards if sent. The cost of this filing is being borne entirely by Ancora and its affiliates.

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¹ Ancora estimate of more than $70 per share reflects approximately 7.5x EV/Sales and comparable public and private transactions in the sector.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220526005282/en/

Longacre Square Partners

Greg Marose / Bela Kirpalani, 646-386-0091

gmarose@longacresquare.com / bkirpalani@longacresquare.com

Source: Ancora Holdings Group, LLC

FAQ

What percentage of Everbridge stockholders withheld support for Chairman Jaime Ellertson?

Approximately 49% of stockholders withheld support for Chairman Jaime Ellertson.

Which directors are urged to resign by Ancora Holdings Group?

Ancora urges Chairman Jaime Ellertson, Lead Independent Director Bruns Grayson, and Director Richard D’Amore to resign.

What price does Ancora suggest Everbridge could be sold for?

Ancora suggests that a sale could deliver more than $70 per share.

When was the statement regarding the voting results made?

The statement was made following the certified voting results from the 2022 Annual Meeting of Stockholders filed on May 25, 2022.

What does Ancora believe about the governance of Everbridge?

Ancora believes there is poor governance and misalignment with stockholders, necessitating a change in leadership.