Lloyd I. Miller III Announces Voting Intentions for Emerson Radio's Annual Meeting
Lloyd I. Miller III Announces Voting Intentions for Emerson Radio's Annual Meeting
NAPLES, Fla., Sept. 10 /PRNewswire/ -- Emerson Radio Corp. has submitted a slate of directors to its stockholders for election at the upcoming Annual Meeting of stockholders scheduled for Friday, September 19, 2008. As a beneficial owner of more than 1.5 million shares of Emerson's common stock, Lloyd I. Miller III intends to withhold votes for all of the director nominees. Mr. Miller also intends to abstain from the ratification of auditors. These proposals are more fully described in Emerson's Proxy Statement for the Annual Meeting.
Specifically, Mr. Miller intends to vote against Emerson's proposals for the following reasons:
- Mr. Miller intends to withhold votes for all of the company-nominated directors, because he believes that Emerson has failed to provide adequate oversight of affiliated transactions with Emerson's controlling stockholder, Grande Holdings.
- As a stockholder, Mr. Miller believes that the Board of Directors and Company management have responsibility for effective governance and should be held accountable. Specifically, he is concerned about the ongoing pattern of resignations of Emerson's independent directors. Letters of resignation from the independent directors have expressed criticism of Emerson's governance and opposition to related party transactions with Emerson's controlling stockholder, as further detailed in filings on Form 8-K on October 31, 2007, July 18, 2008 and July 29, 2008. Recently, the resignation letter of Norbert R. Wirsching indicated that the position of independent director appears to be an "exercise in futility."
- Based upon the director resignation letters and Company filings, it appears that the Board of Directors and Company management have failed to complete the internal investigation of related party transactions between Emerson and its controlling stockholder, Grande Holdings, and to obtain full and appropriate repayments from Grande Holdings. Mr. Miller believes that Emerson's Board of Directors and management should finalize these matters and resolve the pending litigation in a manner that is fair to Emerson and its public stockholders.
- In withholding his vote for the director nominees, Mr. Miller seeks to encourage greater attention to corporate governance by all members of the Board of Directors. According to Emerson's Proxy Statement, Mr. Ho, the Chairman of the Board who is also the Chairman of Grande Holdings, Emerson's controlling stockholder, failed to attend four of six Board meetings held in fiscal 2008. Only five of the nominated directors attended Emerson's annual meeting in 2007.
- Mr. Miller intends to abstain from the ratification of appointment of Moore Stephens, P.C. as Emerson's independent registered public accountants for the fiscal year ending March 31, 2009. Mr. Miller intends to abstain from ratification of the auditors because of the continuing pattern of related party transactions and weaknesses in internal controls at Emerson.
Lloyd Miller is seeking solely to inform Emerson stockholders of his voting intentions and reasons for his opposition to the company-nominated directors and the ratification of the appointment of the auditors. He is not soliciting votes of other stockholders.
CONTACT: Lloyd I. Miller III, +1-239-262-8577
Source: Lloyd I. Miller III
CONTACT: Lloyd I. Miller III, +1-239-262-8577
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