Voce Capital Management LLC (“Voce”), a long-term owner of Natus Medical
Incorporated (Nasdaq:BABY) (“Natus,” or the “Company”) and the owner of
approximately 2.2% of its shares outstanding, announced today that,
based on the preliminary report provided by its proxy solicitor, it has
received enough votes to elect Voce’s nominees, Lisa Wipperman Heine and
Joshua H. Levine (the “Nominees”), to fill the two seats up for election
on the Board of Natus by an overwhelming margin at the Company’s 2018
Annual Meeting, which took place this morning.
Voce issued the following statement in connection with the preliminary
results of the Annual Meeting:
“Based on preliminary voting totals tabulated by Voce’s proxy solicitor,
Voce believes that it has received enough votes to elect its nominees,
Ms. Heine and Mr. Levine, to the Natus Board. Ms. Heine and Mr. Levine
received nearly 70% of the shares voted in the election, or more than
four times as many votes at the Company’s nominees.1
“Taken together, these election results convey a strong and powerful
mandate for change at Natus. Stockholders clearly expressed their
dissatisfaction with the status quo and the message sent to the Board by
stockholders is unmistakable.
“We also believe, based on the preliminary results, that Voce’s effort
to recall Chairman Robert Gunst did not pass this year. Natus’ Charter
required a majority of the shares outstanding (not simply those voting)
in order for the Removal Proposal to pass. However, it’s noteworthy that
more shares were voted to remove the Chairman than were voted in favor
of either of the Company’s Director candidates. We believe this is a
strong indicator of current stockholder sentiment when it comes to the
leadership of the Board, suggesting to us that had the Company not had a
staggered Board (meaning that Chairman Gunst would have had to run for
reelection this year in a regular contest) he might well have been
defeated. Voce notes that Chairman Gunst must stand for reelection just
one year from now, at the 2019 Annual Meeting.
“Voce is most grateful for the strong support expressed by our fellow
stockholders, and both leading proxy advisory services, in favor of our
Nominees. We nominated Ms. Heine and Mr. Levine because we believe these
outstanding individuals will bring thoughtful, independent perspective
to Natus and that their lengthy experience is highly relevant to the
issues at hand. We look forward to a brighter future at Natus and to our
nominees being welcomed into the boardroom.”
About Voce Capital Management LLC
Voce Capital Management LLC is a fundamental value-oriented,
research-driven investment adviser founded in 2011 by J. Daniel Plants.
The San Francisco-based firm is 100% employee-owned.
1 Prior to any votes being cumulated.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180622005449/en/