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     128  0 Kommentare ISS Recommends Shareholders Vote FOR the Election of Harbert Discovery Fund Nominee to Enzo Biochem Board

    Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (collectively “HDF”), the beneficial owners of more than 11.8% of the outstanding shares of Enzo Biochem, Inc. (NYSE: ENZ) (“Enzo” or the “Company”), today announced that a leading proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”), has recommended that shareholders vote on the BLUE proxy card in support of HDF’s nominee, Fabian Blank.

    In its report, ISS highlights the need for change at the Company and its track record of underperformance1:

    • The dissident has made a compelling case that board change is warranted, as evidenced by operational deterioration, prolonged absolute and relative TSR underperformance, and substandard corporate governance.”
    • “[T]here are no clear signs of recovery in share price or operating performance to provide shareholders with confidence that the turnaround strategy is taking root or that the market has been receptive to its chances of success.”
    • “ENZ has a history of broken promises, as evidenced by the AmpiProbe development history.”
    • “ENZ has stated that it is a complicated business and shareholders may have a misunderstood view of the company. Nonetheless, the communication around the AmpiProbe development is indicative of an inability to clearly communicate with shareholders.”

    ISS commented on Enzo’s corporate governance issues and the reactive nature of its recent actions:

    • “ENZ also missed the opportunity to enhance its governance structure in the immediate aftermath of the 2015 proxy contest, instead waiting until recently to appoint the first woman to its board, strengthen the lead independent director role, and propose a majority voting standard for uncontested director elections.”
    • “Although the board states that it has integrated shareholder feedback into its governance improvements, such feedback did not translate into changes until recently.”

    The ISS report highlighted perplexing comments from Enzo nominee Dr. Bruce Hanna regarding CEO Elazar Rabbani, further calling into question the Board’s independence and judgement:

    • “When asked by ISS how he was recruited to the board in 2016, director Hanna replied that he has been familiar with ENZ for almost 40 years, having served as a consultant to ENZ in the late 1980's, and that he has been a longtime associate of CEO Rabbani.”
    • “Further, when discussing Rabbani's performance as CEO, Hanna offered significant praise, going so far as to liken Rabbani to Steve Jobs (despite the TSR and operational underperformance discussed above).”
    • “These factors raise doubts for shareholders about whether Hanna is sufficiently capable of challenging management.”
    • There are also board independence concerns, including the combined CEO/chairman role, the fact that 40 percent of the board is non-independent, and the family and professional relationships between Rabbani, Weiner, and Hanna.”

    ISS notes the benefits Fabian Blank’s experience and perspective would bring to the Board:

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    ISS Recommends Shareholders Vote FOR the Election of Harbert Discovery Fund Nominee to Enzo Biochem Board Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (collectively “HDF”), the beneficial owners of more than 11.8% of the outstanding shares of Enzo Biochem, Inc. (NYSE: ENZ) (“Enzo” or the “Company”), today announced that a …