Starboard Comments on Mellanox's Decision to Delay the 2018 Annual Meeting
Starboard Value LP, together with the other participants named herein (collectively, "Starboard"), has filed a preliminary proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2018 annual general meeting of shareholders of Mellanox Technologies, Ltd., a public company formed under the laws of Israel (the "Company").
On March 19, 2018, Starboard issued the following press release:
Starboard Comments on Mellanox's Decision to Delay the 2018 Annual Meeting
Disappointed that Mellanox Chose to Reject Starboard's Reasonable Proposal to Efficiently Implement the Proposed Voting Changes Without Even Engaging in Discussions
Believes that Mellanox's Actions Clearly Demonstrate the Extraordinary General Meeting is Merely an Entrenchment Tactic Meant to Delay Shareholders' Ability to Exercise their Rights
Convinced that Meaningful Change Is Needed to Ensure the Company Is Acting in the Best Interest of All Shareholders
NEW YORK, NY March 19, 2018 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), the largest shareholder of Mellanox Technologies, Ltd. ("Mellanox" or the "Company") with a beneficial ownership interest of approximately 10.6% of the outstanding shares, issued a statement today in response to Mellanox's announcement on March 15, 2018, that it will continue to proceed with its plans to hold an Extraordinary General Meeting ("EGM") and delay its 2018 annual meeting of shareholders ("2018 Annual Meeting") until July 25, 2018.
"We are disappointed by Mellanox's decision to continue with its plans to hold an Extraordinary General Meeting in May and significantly delay its 2018 Annual Meeting until the last possible day allowed under Israeli law. We are further disappointed that Mellanox chose not to even engage in discussions with us regarding the reasonable proposal we submitted that would have allowed the Company to both hold its 2018 Annual Meeting on schedule and concurrently enact the exact same governance changes that are the purported purpose of the EGM. Rather than engage with us to allow shareholders to vote on directors in a timely manner, Mellanox has instead resorted to manipulating its corporate machinery for its own benefit under the thinly veiled guise of 'good corporate governance'.
These delays are totally unacceptable to us, and should be unacceptable to all shareholders. It further emphasizes our belief that meaningful change is needed at Mellanox."
About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.
Investor contacts:
Peter Feld, (212) 201-4878
Jonathan Sagal, (212) 845-7935
http://archive.fast-edgar.com//20180319/AR2SC222U222E2Z2222V22DK57K3Z222L2A2/
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