Arcturus Therapeutics Calls on Proposed Director Nominees to Respond to Constructive Board Outreach
The Board, through its Nominating Committee, has made several attempts over recent weeks to meet with and interview each of the four individuals Mr. Payne proposed to nominate as directors. Despite these ongoing constructive engagement efforts, we have not received any response.
Further, we note that in the recent shareholder vote of
February 26, 2018one of Mr. Payne’s proposed nominees voted his shares against a routine, uncontroversial proposal to approve a well-known international accounting firm to perform the Company’s 2017 audit. Indeed, in his capacity as a director of the Company, Mr. Payne himself supported this proposal as being in the Company’s best interests and only switched his position after he was fired. This failure to approve an auditor could lead to significant negative consequences for the Company and its shareholders, including the possibility that Arcturus’ annual report will not be filed in a timely manner, or at all, the suspension of trading in its shares, the revocation of registration with the SECand a delisting from Nasdaq. Given that the Board believes approval of the auditors was clearly in the best interest of the Company and its shareholders, the Nominating Committee would like to discuss with Mr. Payne’s proposed nominee, among other topics, whether and why he believes his vote against the proposal was consistent with his ability to serve as a fiduciary in overseeing the Company for the benefit of all shareholders as a member of the Board.
In addition, in preliminary research into Mr. Payne’s proposed nominees, we have identified reports in an established national publication suggesting that another proposed nominee has engaged in abusive workplace behavior in the past. The Nominating Committee would like to address with the proposed nominee, among other topics, the concerns raised by this report and its potential impact on the proposed nominee’s ability to serve as a fiduciary and steward of all of our shareholders’ investments in the Company.
These issues underscore the importance of meeting with and vetting Mr. Payne’s proposed nominees. Consistent with our commitment to responsible corporate governance, our Board initiated a process, led by the Chair of our Nominating Committee to do just that, but we cannot proceed to make an informed recommendation to the Company’s shareholders if the proposed nominees repeatedly ignore our requests for meetings with them.
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Source: Arcturus Therapeutics, Inc.