Leading Independent Proxy Advisory Firm Glass Lewis Joins ISS In Recommending That DATATRAK's Shareholders Vote "FOR" DATATRAK's Entire Slate of Director Nominees on the WHITE Card

Second Highly Credible Independent Proxy Advisory Firm Sides FOR DATATRAK Over Arosa

Glass Lewis Concludes that Arosa's Arguments Fall Short and Recommends Shareholders DO NOT VOTE on Arosa's Blue Proxy Card

DATATRAK Urges Shareholders Not to be Misled by Arosa's Continued False Assertions and Personal Attacks

Nov 02, 2015, 12:56 ET from DATATRAK International, Inc.

CLEVELAND, Nov. 2, 2015 /PRNewswire/ -- DATATRAK International, Inc. (OTCQX: DTRK), the leader in developing cloud-based, unified dClinical technologies and delivering related services for the clinical trials industry, today announced that on the heels of its announcement that leading independent proxy firm, Institutional Shareholder Services Inc. ("ISS") issued its recommendation that shareholders vote FOR all of DATATRAK's nominees on the white card, Glass, Lewis & Co., LLC ("Glass Lewis"), another reputable, leading independent proxy advisory firm also issued a comprehensive report recommending that the Company's shareholders vote FOR the election of DATATRAK's nominees, Laurence P. Birch, William C. Coates, and Nicholas A. Loiacono as directors on the WHITE proxy card.

Glass Lewis is a leading independent proxy advisory firm with a global client base of over a thousand clients that collectively manage more than $20 trillion in assets. Glass Lewis provides research and advisory services to institutional investors to make voting decisions by assessing governance, business, legal, political and accounting risks at public companies in 100 different countries.

In its analysis Glass Lewis concluded that the dissident, Arosa Investment Management ("Arosa/Mr. Tabatabai"), had, "fallen short" of meeting all of the evaluation criteria the firm uses in making its recommendation, and urged shareholders to vote FOR the DATATRAK management nominees on the WHITE card. In its report, Glass Lewis acknowledged that as an OTC traded Company, DATATRAK was not subject to the same governance standards as SEC traded companies; however, the firm held DATATRAK to the same stringent corporate governance standards of SEC compliant companies in conducting its evaluation and making its voting recommendation. 

Commenting on the news, Laurence Birch, the Company's Chairman and CEO said, "We are very pleased that both ISS and Glass Lewis, two leading independent research and advisory firms on corporate governance, have validated the views of our Board of Directors and management team and recognize the substantial flaws and insufficiencies in the arguments put forth by Arosa/Mr. Tabatabai. In fact, in its analysis, Glass Lewis identified that in seeking to take control of our Board without paying shareholders a premium, Arosa/Mr. Tabatabai's plans for the Company were, "extremely vague" and "lack(ed) sufficient depth and detail."

Birch continued, "Both of these independent advisory firms acknowledged the substantial progress we have made in executing the turnaround of the Company, positioning the Company for long-term, profitable growth, and creating long-term value for shareholders. It is clear that Arosa/Mr. Tabatabai's attempt to take control of the Board without paying shareholders a premium and without a strategic plan for the Company is not in the best interest of DATATRAK shareholders. We encourage shareholders not to be misled by Arosa's false claims and to take both the ISS and Glass Lewis recommendations into strong consideration and vote in favor of all three of DATATRAK's nominees so we can continue to execute on behalf of all shareholders."

In its recommendation, Glass Lewis specifically commented on the insufficient context and hollowness of the majority of Arosa/Mr. Tabatabai's claims. For example:  

In response to Arosa/Mr. Tabatabai's disingenuous behavior and decision to engage in a proxy fight and attempt take control of the Board without paying shareholders a premium, Glass Lewis said:

"We note that based on the available disclosure, the Dissident appears to us to have abruptly decided to pursue a proxy contest without first bringing their concerns to the board. We believe that these factors raise significant questions regarding the Dissident's motives for pursuing a proxy contest at this time."* (bolded for emphasis)

In response to Arosa/Mr. Tabatabai's attempt to take control of the Board without a plan in place that would put the Company in a better position than it is today, Glass Lewis said:

"We also believe that the Dissident's plans for the Company are extremely vague and lack sufficient depth and detail. The Dissident's plan for the Company can effectively be distilled down to simply wanting to conduct a host of internal reviews and exploring strategic alternatives. In our view, nothing about the Dissident's stated plan would suggest that the Dissident is offering a superior or compelling alternative to the Company's current business plan."* (bolded for emphasis)

With regard to Arosa/Mr. Tabatabai's unqualified Director Nominees, Glass Lewis agrees with DATATRAK's assessment of the dissident candidates:  

"We agree with the board (DATATRAK) that most of the Dissident Nominees lack relevant industry experience that could be particularly applicable to the Company. While Dissident Nominee Ward may have some pertinent expertise, we believe that his controversial past with the Company may not make him a particularly appropriate director candidate for the Company."*

In response to Arosa/Mr. Tabatabai's erroneous and out of context argument that the stock price has declined over an arbitrary timeframe of five and 10 year periods, Glass Lewis said:

"The Dissident (Arosa) argues that the Company's stock price has declined greatly over a five and 10-year period. However, the Dissident has not provided any relative context as to how the Company's performance stacks up to a comparable industry peer group."

"Meanwhile, the board (DATATRAK) has chosen to highlight the Company's performance over the time period that covers the current tenure of the Company's CEO, which we believe is a reasonable timeframe with which to assess the Company's performance, particularly considering, among other things, the fact that the CEO is standing for reelection at this year's meeting. We note that for the period since the Company appointed Mr. Birch as CEO up to the last trading day before the Dissident first announced its intention to run a proxy contest (i.e., from January 21, 2009 to October 9, 2015), the Company's stock price has increased by approximately 210.5%, outperforming the 155.1% return observed in the Russell 2000 Index and being just slightly under the 218.0% return observed in the S&P Composite 1500 Health Care Technology Industry Index (source: S&P Capital IQ)."*

In response to Arosa/Mr. Tabatabai's mischaracterization of the Company's executive compensation and ESPP and 401K match, Glass Lewis said:

"In terms of the Company's executive compensation practices, the Dissident argues that the Company excessively rewards its executives, but the Dissident does not offer any relative context as to how the amount of aggregate amount of execution compensation paid by the Company compares with other similarly-sized peers. Thus, we believe that the Dissident has offered insufficient context in regards to this argument."

"Further, we find the Dissident's characterization of the Company's ESPP and 401K equity grants to be disingenuous."* (bolded for emphasis)

DATATRAK urges stockholders to vote the WHITE proxy and allow us to execute on our strategic plan which both ISS and Glass Lewis, independent proxy advisory firms, acknowledge is working. We strongly believe any disruption to management and the Board would derail the progress we have made. We believe in the future of DATATRAK. Please do not be misled by Arosa. If you have already voted a Blue proxy card, a later dated WHITE proxy card will revoke that vote. 

DATATRAK urges shareholders to vote "FOR ALL" of DATATRAK's highly qualified, experienced director nominees: Laurence Birch, William Coates, and Nicholas Loiacono on the WHITE PROXY CARD.

These nominees have a significant track record of aligning themselves with shareholders and are the right individuals to build upon the Company's current momentum.

*permission to use quotations was neither sought nor obtained.

If you have any questions on how to vote your shares, please call Morrow & Co., LLC toll free at (800) 662-5200 or (203) 658-9400.

CAUTION: Any vote for Arosa/ Mr. Tabatabai's control slate has the potential to:

  1. Curtail DATATRAK's recent history of success and may place the company back into severe financial distress;
  2. Inhibit important partner and customer relationships
  3. Take control of the Company without paying shareholders a premium.

Do not sign or return any BLUE proxy card sent to you by Arosa/Tabatabai. Simply discard it.

If you have any questions or need assistance in voting your WHITE PROXY CARD, please contact Morrow & Co., our proxy solicitor, toll-free at 800-662-5200, or via E-mail at DTRK@morrowco.com.

DATATRAK is a worldwide technology and consulting Company delivering digital clinical solutions and related services for the clinical trials industry. The Company delivers a portfolio of software solutions through the unified dClinical platform, safely accelerating clinical research, from Concept to Cure®.


DATATRAK International is a worldwide technology and services Company delivering Unified dClinical solutions and related services for the clinical trials industry. DATATRAK built its multi-component, comprehensive solution on a single, unified platform and expanded this concept to include services delivery via DATATRAK's Clinical and Consulting Services group. The Company delivers a complete portfolio of software products designed to accelerate the reporting of clinical research data from sites to sponsors and ultimately regulatory authorities, faster and more efficiently than loosely integrated technologies. The DATATRAK ONE® software solution, deployed worldwide through an ASP or Enterprise Transfer offering, supports Phase I – Phase IV drug and device studies in multiple languages throughout the world. DATATRAK has offices located in Chicago, IL; Cary Research Triangle Park (RTP), North Carolina; Bryan, Texas; and Cleveland, Ohio. For more information, visit http://www.datatrak.com.

Except for the historical information contained in this press release, the statements made in this release are forward-looking statements. These forward-looking statements are made based on management's expectations, assumptions, estimates and current beliefs concerning the operations, future results and prospects of the Company and are subject to uncertainties and factors which are difficult to predict and, in many instances, are beyond the control of the Company, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. For a list of certain factors that may cause actual results to differ materially from those contemplated in these forward looking statements, please see the Company's report filed with the OTCQX Market on March 13, 2015 announcing its results for the full year period ended December 31, 2014. The Company undertakes no obligation to update publicly or revise any forward-looking statement whether as a result of new information, future events or otherwise.

SOURCE DATATRAK International, Inc.