Carl Icahn must be dancing the two-step and kicking up his heels.
William R. Hambrecht, founder, chairman and
chief executive officer of WR Hambrecht + Co. and co-founder of Hambrecht &
Quist, and Keith Meister, a managing director of the Icahn investment funds
and principal executive officer of Icahn Enterprises, will be nominated for
election to Motorola’s Board of Directors at the 2008 Annual Meeting of
Shareholders
In fact Meister has been appointed to serve on the Board, effective immediately.
Here’s the official statement:
In connection with the nomination of Messrs. Hambrecht and Meister, the
Icahn Group, which beneficially owns, in the aggregate 144,562,000 shares of
Motorola common stock, representing approximately 6.4% of Motorola’s
outstanding shares, has agreed not to solicit proxies in connection with the
2008 Annual Meeting and to vote its shares in support of all of the Board’s
director nominees.
As part of the settlement agreement, all pending litigation between
Motorola and Carl Icahn will be dismissed. In addition, Motorola has agreed
to seek input from Mr. Icahn in connection with significant matters regarding
the intended separation of the Mobile Devices business, including the search
for a new CEO to head the Mobile Devices business. In addition Messrs.
Hambrecht and Meister may communicate with Mr. Icahn, subject to certain
confidentiality restrictions, regarding Board activities of Motorola,
including with respect to the intended separation of the company into two
independent businesses.
“We are pleased to have reached this agreement with Carl Icahn,” said Greg
Brown, president and chief executive officer. “We look forward to continuing
the process we announced on March 26 to create two independent publicly-traded
companies and we are pleased to avoid a costly and distracting proxy contest.”
“This is a very positive step for Motorola in that shareholder
representatives will have strong input into board decisions affecting the
future of our company,” said Carl Icahn. Mr. Icahn further noted, “In
addition, the Motorola Board has also taken an important step forward for
corporate governance in that the separated company which includes Mobile
Devices will be essentially free from poison pills and staggered boards, both
of which, in my opinion, serve to make democracy a travesty in corporate
America.”
William R. Hambrecht, 72, has been Founder, Chairman and Chief Executive
Officer of WR Hambrecht + Co, a financial services firm, since December 1997.
Mr. Hambrecht co-founded Hambrecht & Quist in 1968, from which he resigned in
December 1997 to form WR Hambrecht + Co. Mr. Hambrecht currently serves on
the Board of Trustees for The American University of Beirut and is on the
Advisory Investment Committee to the Board of Regents of the University of
California. He also serves on the Advisory Council to The J. David Gladstone
Institutes. In October 2006, Mr. Hambrecht was inducted to the American
Academy of Arts and Sciences. Mr. Hambrecht graduated from Princeton
University.
Keith Meister, 34, since August 2003, has served as Vice Chairman of the
Board of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises
L.P. (NYSE: IEP), a diversified holding company engaged in a variety of
businesses, including investment management, metals, real estate and home
fashion. From August 2003 through March 2006, Mr. Meister also served as
Chief Executive Officer of Icahn Enterprises G.P. Inc., and since March 2006,
Mr. Meister has served as Principal Executive Officer of Icahn Enterprises G.P.
Inc. Since November 2004, Mr. Meister has been a Managing Director of Icahn
Capital LP, the entity through which Carl C. Icahn manages third party private
investment funds. Since June 2002, Mr. Meister has served as senior investment
analyst of High River Limited Partnership, an entity primarily engaged in the
business of holding and investing in securities. Mr. Meister also serves on
the boards of directors of the following companies: XO Holdings, Inc., WCI
Communities, Inc., and Federal-Mogul Corporation. With respect to each company
mentioned above, Mr. Icahn, directly or indirectly, either (i) controls such
company or (ii) has an interest in such company through the ownership of
securities. Mr. Meister received an A.B. in government, cum laude, from
Harvard College in 1995.
