Benzinga | Nov 23, 2020 08:09AM EST

TESSCO Makes Third Settlement Proposal to Robert Barnhill to End Consent Solicitation

TESSCO Technologies Incorporated (NASDAQ:TESS), a leading value-added distributor and solutions provider for the wireless industry, today sent a third settlement proposal to Robert B. Barnhill, Jr., in an effort to resolve Mr. Barnhill's ongoing consent solicitation.

The settlement proposal would implement the preferred Board framework articulated by Institutional Shareholder Services ("ISS") in its report and would result in a Board with eight members, five of whom would be diverse, and only one of whom (Mr. Barnhill himself) would have tenure dating back before June 2018.

"The TESSCO directors want what is best for TESSCO and, most importantly, to allow our exceptional management team and Chief Executive, Sandip Mukerjee, to focus all of their efforts on executing the turnaround plan," said John Beletic, Chairman of TESSCO. "We have listened to our shareholders and their desire for a speedy resolution to this matter. We have therefore made our third attempt today to settle. All of the long-serving directors of TESSCO (other than Mr. Barnhill) are prepared to resign to enable the Company to get back to work. We sincerely hope Mr. Barnhill will accept our proposal."

TESSCO's proposal would result in a Board comprised of Mr. Barnhill and two of his candidates, TESSCO's Chief Executive Officer (Mr. Mukerjee), the three directors who were added to the TESSCO Board in 2020 and Paul Gaffney, an independent director added to the TESSCO Board in June 2018.

Sidley Austin LLP and Ballard Spahr LLP are serving as legal counsel to the Special Committee of TESSCO's Board of Directors.