TESSCO Announces Receipt of Consents from Robert J. Barnhill, Jr.
TESSCO Technologies (NASDAQ: TESS) announced shareholder consent to remove three directors, including John D. Beletic, with the proposal receiving sufficient support. Newly elected board members J. Timothy Bryan and Kathleen McLean are set to join. The Special Committee praised the removed directors for their qualifications, attributing their removal to technical language in the proposal rather than performance issues. A Form 8-K will confirm the final vote results. The company operates as a distributor and solutions provider for the wireless industry, offering over 46,000 products.
- Successful shareholder support for board refreshment, removing three directors.
- Appointment of seasoned professionals J. Timothy Bryan and Kathleen McLean to the Board.
- Removal of experienced directors may create short-term instability within leadership.
TESSCO Technologies Incorporated (NASDAQ: TESS), a leading value-added distributor and solutions provider for the wireless industry, today confirmed that Robert B. Barnhill, Jr. has delivered the consents from shareholders with respect to his effort to remove the majority of its directors and elect four new directors.
According to the materials delivered to the Company, the proposal naming John D. Beletic for removal has received sufficient support to be effective. None of the other proposals to remove named directors received sufficient shareholder support to become effective. The materials further assert that the technical language of the proposal to remove Mr. Beletic also implicates the removal of two directors who joined the Board in early November, Cathy-Ann Martine-Dolecki and Ronald D. McCray. Accordingly, Mr. Beletic, Ms. Dolecki and Mr. McCray have been removed from the Board.
In addition, J. Timothy Bryan and Kathleen McLean have been elected to the Board, and the other proposals that were the subject of the consent solicitation became effective. A report on Form 8-K confirming the final vote will be filed in due course.
The Special Committee of the Board of Directors notes that Ms. Dolecki and Mr. McCray are well qualified and have served as outstanding board members for TESSCO. In the Special Committee’s engagements with a substantial number of shareholders and proxy advisor firms, the committee received favorable comments about their expertise and their ability to contribute meaningfully to the success of the Company. Based on these conversations, the Special Committee strongly believes that the consents that precipitated their removal are solely the result of the technical language of the proposal.
Sandip Mukerjee, President and Chief Executive Officer of TESSCO, provided the following statement:
“On behalf of the full Board and TESSCO’s employees and stakeholders, I welcome Mr. Bryan and Ms. McLean to the Board. I look forward to getting to know them and to having them contribute to TESSCO’s success. I also want to thank John Beletic for his years of dedication to TESSCO.”
About TESSCO Technologies Incorporated (NASDAQ: TESS)
TESSCO Technologies, Inc. (NASDAQ: TESS) is a value-added technology distributor, manufacturer, and solutions provider serving commercial and retail customers in the wireless infrastructure and mobile device accessories markets. The company was founded more than 30 years ago with a commitment to deliver industry-leading products, knowledge, solutions, and customer service. TESSCO supplies more than 46,000 products from 350 of the industry’s top manufacturers in mobile communications, Wi-Fi, Internet of Things (“IoT”), wireless backhaul, and more. TESSCO is a single source for outstanding customer experience, expert knowledge, and complete end-to-end solutions for the wireless industry. For more information, visit www.TESSCO.com.
Forward-Looking Statements
This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained herein, including statements regarding our future results of operations and financial position, strategy and plans and future prospects, and our expectations for future operations, are forward-looking statements. These forward-looking statements are based on current expectations and analysis, and actual results may differ materially from those projected. These forward-looking statements may generally be identified by the use of the words “may,” “will,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” “believes,” “estimates,” and similar expressions, but the absence of these words or phrases does not necessarily mean that a statement is not forward-looking. These forward-looking statements are only predictions and involve a number of risks, uncertainties and assumptions, many of which are outside of our control. Our actual results may differ materially and adversely from those described in or contemplated by any such forward-looking statement for a variety of reasons, including those risks identified in our most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission (the “SEC”), under the heading “Risk Factors” and otherwise. Consequently, the reader is cautioned to consider all forward-looking statements in light of the risks to which they are subject. For additional information with respect to risks and other factors which could occur, see TESSCO’s Annual Report on Form 10-K for the year ended March 29, 2020, including Part I, Item 1A, “Risk Factors” therein, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other securities filings with the SEC that are available at the SEC’s website at www.sec.gov and other securities regulators.
We are not able to identify or control all circumstances that could occur in the future that may materially and adversely affect our business and operating results. Without limiting the risks that we describe in our periodic reports and elsewhere, among the risks that could lead to a materially adverse impact on our business or operating results are the following: the impact and results of the consent solicitation and other activism activities by Robert B. Barnhill, Jr. and certain other participants in his consent solicitation and/or other activist investors, termination or non-renewal of limited duration agreements or arrangements with our vendors and affinity partners that are typically terminable by either party upon several months or otherwise relatively short notice; loss of significant customers or relationships, including affinity relationships; loss of customers either directly or indirectly as a result of consolidation among large wireless services carriers and others within the wireless communications industry; the strength of our customers’, vendors’ and affinity partners’ business; negative or adverse economic conditions, including those adversely affecting consumer confidence or consumer or business spending or otherwise adversely impacting our vendors or customers, including their access to capital or liquidity, or our customers’ demand for, or ability to fund or pay for, the purchase of our products and services; our dependence on a relatively small number of suppliers and vendors, which could hamper our ability to maintain appropriate inventory levels and meet customer demand; changes in customer and product mix that affect gross margin; effect of “conflict minerals” regulations on the supply and cost of certain of our products; failure of our information technology system or distribution system; system security or data protection breaches; technology changes in the wireless communications industry or technological failures, which could lead to significant inventory obsolescence and/or our inability to offer key products that our customers demand; third-party freight carrier interruption; increased competition from competitors, including manufacturers or national and regional distributors of the products we sell and the absence of significant barriers to entry which could result in pricing and other pressures on profitability and market share; our relative bargaining power and inability to negotiate favorable terms with our vendors and customers; our inability to access capital and obtain financing as and when needed; transitional and other risks associated with acquisitions of companies that we may undertake in an effort to expand our business; claims against us for breach of the intellectual property rights of third parties; product liability claims; our inability to protect certain intellectual property, including systems and technologies on which we rely; our inability to hire or retain for any reason our key professionals, management and staff; health epidemics or pandemics or other outbreaks or events, or national or world events or disasters beyond our control; and the possibility that, for unforeseen or other reasons, we may be delayed in entering into or performing, or may fail to enter into or perform, anticipated contracts or may otherwise be delayed in realizing or fail to realize anticipated revenues or anticipated savings.
The above list should not be construed as exhaustive and should be read in conjunction with our other disclosures, including but not limited to the risk factors described in our most recent Annual Report on Form 10-K and other periodic reports filed with the SEC, under the heading “Risk Factors” and otherwise. Other risks may be described from time to time in our filings made under the securities laws. New risks emerge from time to time. It is not possible for our management to predict all risks.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Any forward-looking statement made by us in this press release speaks only as of the date on which it is made. We disclaim any duty to update any of these forward-looking statements after the date of this press release to confirm these statements to actual results or revised expectations.
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