Noble Roman’s, Inc. Cuts Stock Owners’ Rights. Shareholder Seeks Advisory Vote.
INDIANAPOLIS, March 11, 2010 -- Kevin G. McBride announced today that he has asked Noble Roman’s, Inc. (OTC/BB: NROM) to allow its shareholders to vote on a proposal “to require a majority of the members of the Board of Directors, including the Chairman, to be independent.”
Pursuant to the submission requirements in the Company’s By-laws, Mr. McBride has requested that his proposal be included in the proxy materials that will be distributed in connection with Noble Roman’s, Inc. 2010 annual meeting of shareholders.
“My proposal gives share owners the opportunity to cast an advisory vote as to whether a more independent Board of Directors will represent their interests better than the current management-dominated Board,” said Mr. McBride.
“I believe it’s important that investors have a voice in very basic governance issues at the companies where they own shares, especially in today’s environment of expanding shareholder rights” he continued.
In December 2009, the Board of Directors of Noble Roman’s Inc. adopted amended and restated By-laws for the Company. Included in the amended Company By-laws were modifications that reduced shareholder rights.
Specifically, the Board of Directors increased the percentage of votes required for owners of its common stock to call a special meeting of shareholders. In addition, the Board instituted a more restrictive process for shareholders to nominate individuals to serve on the Company’s Board of Directors.
Noble Roman’s, Inc. has announced that it will hold its 2010 Annual Meeting of Shareholders on April 28, 2010. Mr. McBride said, “Through its counsel, Noble Roman’s notified me and the SEC of its intention to omit my proposal from its proxy materials. I urge Noble Roman’s to reconsider its position and to let its shareholders have the opportunity to advise the Company on whether a more independent Board of Directors is desirable.”
Kevin McBride is a private investor who has owned Noble Roman’s common stock since July 2006. He currently owns 966,250 shares.
A copy of the Shareholder Proposal is included with this release.
SHAREHOLDER PROPOSAL TO REQUIRE A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS, INCLUDING THE CHAIRMAN, TO BE INDEPENDENT
RESOLVED, that the shareholders of Noble Roman’s, Inc. (the “Corporation”), recommend to the Board of Directors that they take all steps necessary to submit to the shareholders for a vote an amendment to Article VII of the Corporation’s Articles of Incorporation to add the following language to Section 3 requiring that a majority of the members of the Board of Directors be independent and that the Chairman qualify as independent, which addition to Section 3 will read as follows:
“A majority of the directors of the Corporation shall be independent, and for purposes of this Article, “independent” shall be defined to mean a director who qualifies as an “independent director” under the rules and regulations of the NASDAQ Stock Market or any other national securities exchange on which the Corporation’s equity securities are listed, but if the Corporation’s equity securities are not listed on any national exchange, then “independent” shall be defined under the rules and regulations of the NASDAQ Stock Market. The Chairman of the Board shall be selected from among the directors who qualify as independent.
If the Board of Directors determines that a director who was independent at the time he or she was elected or appointed to the Board of Directors is no longer independent and such determination results in a majority of directors failing to be independent, the Board of Directors shall remove such director and appoint a new director who satisfies the requirements of this Section 3 within 60 days of such determination.
If a director is serving as Chairman of the Board at the time the Board of Directors determines that he or she no longer qualifies as an independent director, then the Board of Directors shall select a new Chairman of the Board from among the members of the Board of Directors who qualify as independent within 60 days of such determination. Compliance with this Section 3 shall be excused if no director who is independent is willing to serve as Chairman of the Board. This Section 3 shall apply prospectively, so as not to violate any contractual obligation of the Corporation in effect when this Section 3 was adopted.”
A Board consisting of a majority of independent, elected directors is an essential aspect of effective corporate governance and will hold directors more accountable to shareholders. Requiring that the Chairman of the Board be selected from among the independent directors eliminates a serious conflict of interest which exists when a member of management also serves as Chairman of the Board. The proposed amendment would not affect the term of any person currently serving as a member of the Corporation’s Board of Directors as of the date hereof.
I urge shareholders to vote “FOR” this proposal.
- Contact Information
- Kevin McBride
- Contact via E-mail
This news content may be integrated into any legitimate news gathering and publishing effort. Linking is permitted.
News Release Distribution and Press Release Distribution Services Provided by WebWire.