HUNT VALLEY, Md.--(BUSINESS WIRE)--TESSCO Technologies Incorporated (NASDAQ: TESS), a leading value-added distributor and solutions provider for the wireless industry, today announced that Stephanie Dismore, the newest Independent Director of the Tessco Board of Directors and a member of the Nominating and Governance Committee, has sent a letter to shareholders.
The full text of the letter sent to shareholders is as follows:
November 6, 2020
Dear Tessco Shareholder,
As the newest independent director on the Tessco Board, I wanted to share my perspective on the Company, its strategy and the future. After more than 75 days on the Tessco Board, I am encouraged by all that the current Board and management team are accomplishing. When I accepted the nomination to join the Board, I did so because of my belief in the Company’s new strategy and its ability to deliver exceptional performance and shareholder returns in the coming months and years.
I have been impressed by Chief Executive Officer Sandip Mukerjee, the management team and all of the Tessco employees whom I’ve had the pleasure of meeting. They are focused on returning the Company to profitable growth and are dedicated to pursuing aggressive profit improvement actions. They have made considerable progress on a three-pillar strategy that includes driving growth:
In the core distribution business;
• In the high-margin innovative Ventev products; and
• With value-added and managed services offerings.
Most recently, as a result of their actions, the Company announced the pending sale of retail assets and exit from its retail business, which is another successful milestone, and will allow Tessco to focus on our higher margin, higher growth commercial business.
Robert B. Barnhill, Jr., the former President, CEO and Chairman, and a current director of the Company, now seeks to remove five of the six independent directors (i.e. all of them except me) through an unusual corporate mechanism called a “consent solicitation.” Despite claims the Company needs a new strategic plan and a new Board, the ideas Mr. Barnhill puts forth are simply a restated version of the strategic plan previously developed by Sandip and approved by the full Board, including Mr. Barnhill. In fact, Mr. Barnhill’s plan consists of the same strategic priorities he told me were underway when we first spoke after the Nominating and Governance Committee recruited me to join the Board months ago.
Mr. Barnhill is demanding sudden and significant change to the Board by having shareholders seat his self-selected nominees to our Board, immediately and without any interviews or vetting. I am now a member of the same Nominating and Governance Committee that recruited me, and which is responsible for the Board’s composition and for recruiting yet additional new directors. We are already working expeditiously, in good faith and systematically to add qualified independent candidates that will add value and complementary perspectives to the Board. We have retained Spencer Stuart, a leading executive search firm that we have used in the past, to assist us. As part of our process, we have tried to include Mr. Barnhill’s self-selected directors in our process, but they have consistently refused to do so. Our Committee has a process underway, which has been publicly announced, and will soon have results to share. Board refreshment will occur regardless of the outcome of this consent solicitation.
Tessco is now poised to take advantage of a once-in-a-generation opportunity amid the unprecedented rollout of new technologies and solutions, which are projected to drive significant growth over the coming years. Now is the time to continue to execute against the initiatives the Company has laid out and were previously supported by Mr. Barnhill. The strategic plan the management team has developed and is executing has significant promise. I am confident in Sandip, the current management team and the rest of the Tessco employees and fully believe now is the time to give them the freedom and stability to execute and deliver long-term growth and value.
Sincerely,
Stephanie Dismore
Independent Director
Member, Nominating and Governance Committee
PROTECT THE FUTURE OF YOUR INVESTMENT – SIGN AND RETURN THE GREEN CONSENT REVOCATION CARD
The Tessco Board has formed a Special Committee of all directors other than Mr. Barnhill (the “Special Committee”). The Special Committee strongly urges shareholders to sign and return Tessco’s GREEN Consent Revocation Card and disregard any White Consent Cards received from Robert B. Barnhill, Jr.
If shareholders have any questions or need assistance executing their revocation, please contact Tessco’s proxy solicitor:
Innisfree M&A Incorporated
Shareholders may call toll-free: (877) 800-5195
Banks and Brokers may call collect: (212) 750-5833
Sidley Austin LLP and Ballard Spahr LLP are serving as legal counsel to the Special Committee of Tessco’s Board of Directors.
About TESSCO Technologies Incorporated (NASDAQ: TESS)
TESSCO Technologies, Inc. (NASDAQ: TESS) is a value-added technology distributor, manufacturer, and solutions provider serving commercial and retail customers in the wireless infrastructure and mobile device accessories markets. The company was founded more than 30 years ago with a commitment to deliver industry-leading products, knowledge, solutions, and customer service. Tessco supplies more than 50,000 products from 350 of the industry’s top manufacturers in mobile communications, Wi-Fi, Internet of Things (“IoT”), wireless backhaul, and more. Tessco is a single source for outstanding customer experience, expert knowledge, and complete end-to-end solutions for the wireless industry.
