Tag Archives: Board
(Reuters) – Qualcomm Inc shareholders on Friday re-elected 10 directors to the mobile chipmaker’s board with tepid support in the wake of an extraordinary turn of events that left shareholders with no other choices and at least one advisory firm urging a protest vote.
Some directors were elected with more than 50 percent of the vote while the rest received support in the 40-percent range, according to a source familiar with the preliminary results of the shareholder votes.
Company leaders said they believed Qualcomm’s $ 44-billion bid for chipmaker NXP Semiconductors remained on track for approval by Chinese regulators, but said that the business environment in the country was hard to predict amid escalating trade tensions.
The re-election at the annual meeting follows U.S. President Donald Trump’s move on March 12 to block Broadcom Ltd’s $ 117-billion hostile takeover bid for Qualcomm on national security grounds, and bar its nominated directors from joining its board.
Qualcomm last week said its board would shrink to 10 directors from 11 because former chairman Paul Jacobs, the son of Qualcomm’s co-founder, would not be renominated for the board after disclosing his intention to pursue an acquisition of the firm.
Qualcomm did not disclose on Friday how many votes its directors received at the annual meeting. Its shares were down 1.2 percent at $ 54.93 in midday trading.
There have been signs that some Qualcomm shareholders were in favor of Broadcom’s offer. Broadcom officials said that about 15 percent of Qualcomm shareholders had favored its bids in early vote counting.
Ahead of Friday’s meeting, Institutional Shareholder Services, a shareholder advisory firm, urged investors to lodge protest votes for Broadcom board nominees, even though they would not be counted under the company’s rules.
‘KIND OF QUESTIONABLE’
“Anything below 80 percent to 90 percent of votes cast is kind of questionable,” said Kevin McManus, vice president and director of proxy services for Egan-Jones Proxy Services.
“Forty percent is very questionable. The President has created some breathing room for Qualcomm. Hopefully, they will use it wisely and improve both their Board and company.”
At the meeting, Qualcomm Chief Executive Steve Mollenkopf reiterated the company’s strategic plans, originally outlined in January, calling for the completion of its $ 44 billion bid for chipmaker NXP Semiconductors, resolution of its legal dispute with Apple Inc and a $ 1-billion reduction in costs. All of that, Qualcomm executives say, should allow the company to bring in earnings per share of $ 6.75 to $ 7.50 for fiscal 2019.
Qualcomm’s NXP acquisition still needs approval from Chinese regulators. In response to a shareholder question about those approvals, Don Rosenberg, Qualcomm’s legal chief, said that Qualcomm had been “actively engaged” with Chinese regulators “as recently as this week.”
CEO Steve Mollenkopf said he believed the company would close the NXP deal on schedule and noted he was headed to China for a conference immediately after the shareholder meeting. But in response to separate shareholder question about US-China relations, he said Qualcomm has little visibility into broader trends between the two nations.
“This is a little bit of uncharted territory for all of us,” Mollenkopf said. “We have developed a strong China-friendly, U.S.-friendly business model.”
One shareholder asked whether Qualcomm planned to return some or all of its offshore cash to shareholders “who have seen the shares go up to $ 80 and now is at $ 55” but “have been faithful. How about a little of that (cash)?”
Qualcomm CFO George Davis said the company’s offshore cash was already earmarked for use in the NXP deal.
“That doesn’t sound close to $ 80,” the shareholder replied after Davis spoke.
Davis pointed to the company’s earnings plans for 2019. “That probably sounds more like $ 80,” Davis said.
Reporting by Stephen Nellis; Editing by Bill Rigby and Nick Zieminski
Disney said their election would be effective Feb. 1 but it was yet to decide on which committees they would serve on.
The company currently has 12 members on its board, including Facebook’s Sheryl Sandberg and Twitter’s Jack Dorsey.
The election of the two new members comes at a time when Disney is said to be in the lead to acquire much of Twenty-First Century Fox’s media empire.
Disney CEO and chairman Bob Iger contemplates on extending his tenure past 2019 to facilitate the integration of Fox’s assets if a deal is completed, the Wall Street Journal reported on Wednesday.
SAN FRANCISCO/NEW YORK (Reuters) – Uber Technologies Inc’s [UBER.UL] warring board members have struck a peace deal that would allow a multibillion-dollar investment by SoftBank Group Corp to proceed, and would resolve a legal battle between former Chief Executive Travis Kalanick and a prominent shareholder.
Venture capital firm Benchmark, an early investor with a board seat in the ride-services company, and Kalanick have reached an agreement over terms of the SoftBank investment, which could be worth up to $ 10 billion, according to two people familiar with the matter. The Uber board first agreed more than a month ago to bring in SoftBank as an investor and board member, but negotiations have been slowed by ongoing fighting between Benchmark and Kalanick. The agreement struck on Sunday removes the final obstacle to launching the tender offer.
SoftBank, a Japanese conglomerate that has become a heavyweight in Silicon Valley tech investing, is leading a consortium of investors that plans to invest $ 1 billion to $ 1.25 billion in Uber, and in addition, will buy up to 17 percent of existing shares from investors and employees in a secondary transaction. The terms are expected to be signed on Sunday, one of the people said, although the tender offer would likely take weeks to complete.
Uber is valued at $ 68 billion, the most highly valued venture-backed company in the world. SoftBank’s roughly $ 1 billion investment of fresh funding is expected to be at the same valuation. The secondary transaction, or the purchases from employees and existing investors, would be at a lower valuation.
A spokeswoman for Benchmark did not immediately respond to a request for comment, and a spokesman for Kalanick declined to comment. Uber did not immediately respond to a request for comment.
Completing the SoftBank deal would allow Uber to open a new chapter after a year of controversy, including the resignation of Kalanick, the ouster of several top executives, sexual harassment and discrimination allegations, and multiple federal criminal probes. The deal is also tied to new governance rules that aim to more equally distribute power and bring more oversight to the company.
“Uber had a remarkable first six or seven years, a bumpy past two years, and now the Softbank deal allows for a full reset,” said Bradley Tusk, an Uber investor and political strategist who works with tech companies.
It would also be a major victory for Uber’s new CEO Dara Khosrowshahi, who often served as a mediator to help broker the agreement, according to a third person familiar with the matter.
To allow the deal to go forward, Benchmark has agreed to immediately suspend its lawsuit against Kalanick, which it filed in August in an effort to diminish the ex-CEO’s power at the company and force him off the board, one of the sources said.
Upon the successful completion of the SoftBank investment, Benchmark would drop the lawsuit entirely, the person said.
In turn, Kalanick must receive majority board approval should he want to replace the board seats over which he has control, according to the source. In addition to his own seat, Kalanick controls two more, which are occupied by Ursula Brown, the former Xerox Corp CEO, and former Merrill Lynch & CO Inc [BACML.UL] CEO John Thain. Kalanick appointed them in September without first consulting with the board.
“Ending the litigation is a big step forward if it finally ends the specter of Kalanick retaking control,” said Erik Gordon, an entrepreneurship expert at the University of Michigan’s Ross School of Business.
Uber’s board already approved a slate of governance reforms that are contingent on completion of the SoftBank deal. They include removing super-voting rights that gave Kalanick and his allies outsized power, adding new independent directors and increasing the size of the board to 17.
Uber plans to run newspaper ads informing investors about the share purchase, and SoftBank will propose a price at which it will buy stock. The company has threatened to invest in ride-hailing rival Lyft if it doesn’t get the Uber deal done.
The deal gives early investors such as Benchmark, whose Uber stake is worth nearly $ 9 billion, the opportunity to cash out a very lucrative investment.
Reporting by Heather Somerville in San Francisco and Greg Roumeliotis in New York. Additional reporting by Liana Baker in San Francisco.; Editing by Diane Craft
SAN FRANCISCO (Reuters) – Uber Technologies Inc directors on Tuesday voted to allow Japan’s SoftBank Group to invest in the ride services company and approved a series of governance changes that increases the independence of the board and decreases the influence of former Chief Executive Officer Travis Kalanick.
The company is seeking to shore up its reputation after a series of scandals and to move beyond a battle between Kalanick and Uber investors spearheaded by Silicon Valley’s Benchmark Capital.
The company in a statement said the board had agreed to move forward with the SoftBank (9984.T) deal in coming weeks and governance changes at Uber “that would strengthen its independence and ensure equality among all shareholders.”
One person familiar with the matter said that a group of investors including SoftBank, Dragoneer Investment Group and General Atlantic would be allowed to buy $ 1 billion to $ 1.25 billion of new Uber shares at a company valuation of $ 69 billion and 14 to 17 percent of stock from current investors at a discounted valuation.
The person and a second source said governance changes include expanding the size of the board to 17 directors from 11. The board would include three independent directors, an independent chairperson and two seats controlled by SoftBank once its investment closes.
Shareholders will now have one vote per share, ending a class of supervoting shares in a move that substantially decreases the power of Kalanick and some other early investors.
Reporting By Paresh Dave and Liana Baker in San Francisco, Costas Pitas in London; editing by Peter Henderson and Cynthia Osterman
(The Hosting News) – The Internet Infrastructure Coalition (i2Coalition) has elected four new members to its Board of Directors. The four – Melinda Clem of Afilias, Jordan Jacobs of SingleHop, Ditlev Bredahl of OnApp and Graeme Bunton of Tucows – join …