Vermillion's Board Wrongfully Continues to Delay Annual Stockholder Meeting To Circumvent Stockholder Vote, Triggering NASDAQ Delisting Notice
- Vermillion's Board's continued inaction in failing to set a date for its 2012 annual meeting of stockholders shows that it prefers the risk of delisting from NASDAQ rather than loosening the grip on its entrenched leadership by allowing the stockholders to vote for change
- Bessenyei files a complaint in the Delaware Chancery Court to have the Annual Stockholder Meeting called as soon as possible
PHILADELPHIA, Jan. 10, 2013 /PRNewswire/ -- George Bessenyei, Gregory V. Novak, and Robert S. Goggin (the "Concerned Vermillion Stockholders" or "Group") commented today on the inexcusable delay by the Vermillion Inc. (the "Company") Board in calling the 2012 Annual Stockholder meeting (the "2012 Annual Meeting").
The Group nominated Robert S. Goggin as Director Nominee for the 2012 Annual Meeting almost a year ago, on February 15, 2012. The last Annual Stockholder Meeting was held on June 6, 2011, more than 18 months ago. Yet, as of today, the Company has not announced the date for its 2012 Annual Stockholder Meeting.
According to George Bessenyei, "One must ask what the Company is so afraid of – of course the logical answer is that the Company knows that disenfranchised stockholders will vote for a change in leadership, electing Mr. Goggin to the vacant seat."
The Concerned Vermillion Stockholders have been vigilant in representing the interests of the Vermillion stockholders in holding the 2012 Annual Meeting promptly, and have taken steps to encourage the Company's Board to set a date for the meeting to take place as required by law and the Company's Bylaws. On December 26, 2012 Group member Bessenyei sent a letter to the Company, calling to the Board's attention its intentional violation of relevant laws and rules and the Company's Bylaws governing annual stockholder meetings. A copy of the letter is attached to today's SEC filing.
Shortly thereafter, on January 3, 2012, NASDAQ sent the Company a "Delisting Notice" notifying the Company that it is not in compliance with NASDAQ's Listing Rule 5620(a), which requires the Company to hold an annual meeting of stockholders no later than one year after the end of the Company's fiscal year-end.
Rather than simply call the Annual Stockholder Meeting as required by NASDAQ, the Company's bylaws and applicable provisions of Delaware law, the Company on January 7, 2013 gave notice that it intends to appeal the NASDAQ's determination, further demonstrating, in the Group's opinion, that its true goal is to avoid giving the stockholders a voice at all costs.
In order to force the Company to abide by its own Bylaws and the requirements of Delaware law, as well as to avoid a NASDAQ delisting process, on January 9, 2013, Bessenyei filed a complaint in the Delaware Chancery Court ("Court"), asking the Court to order the Company to call and hold an annual meeting of stockholders at the earliest practicable date. A copy of the complaint is attached to today's SEC filing.
Robert S. Goggin, stockholder Director Nominee concluded: "The current situation again exemplifies why we need change at the Board level. When a Board regularly disregards stockholders' rights, the market punishes all its stockholders with a low valuation. I believe that long-term investors are hesitant to invest in Vermillion, when directors are fighting off stockholders with frequent bylaw changes and other questionable methods. The recent delisting notice from NASDAQ demonstrates how desperate the Board has become when trying to avoid the long overdue change. As a newly elected Director, I will relentlessly push for change in the Board's attitude."
THE PARTICIPANTS IN THE GROUP'S SOLICITATION OF PROXIES CONSIST OF ONLY MR. BESSENYEI, MR. NOVAK AND MR. GOGGIN (THE MEMBERS OF THE GROUP) AT THIS TIME. THE GROUP TODAY HAS FILED SOLICITING MATERIALS, INCLUDING THIS PRESS RELEASE, WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON SCHEDULE 14A PURSUANT TO RULE 14a-12 OF THE RULES AND REGULATIONS PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STOCKHOLDERS OF VERMILLION CAN OBTAIN COPIES OF THIS FILING, AS WELL AS PRIOR FILINGS BY THE GROUP PURSUANT TO RULE 14a-12, WHICH TOGETHER CONTAIN THE REQUIRED INFORMATION UNDER SUCH RULE REGARDING THE IDENTITY AND BACKGROUND OF THE MEMBERS OF THE GROUP, AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS AND OTHERWISE, AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THE SOLICITATION OF PROXIES BY MEMBERS OF THE GROUP FROM THE STOCKHOLDERS OF VERMILLION, INC. FOR USE AT ITS 2012 ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF VERMILLION, INC AND ALSO WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
Stockholders please contact Okapi Partners LLC
Patrick McHugh / Geoff Sorbello
Concerned Vermillion Stockholders
SOURCE Concerned Vermillion Stockholders