ISS Recommends Ziopharm Shareholders Vote for Change on WaterMill Asset Management’s WHITE Consent Card
WaterMill Asset Management Corp. (together with its affiliates, “WaterMill” or “we”), which collectively with the other participants in its consent solicitation beneficially owns approximately 3.3% of the outstanding shares of Ziopharm Oncology, Inc. (NASDAQ: ZIOP) (“Ziopharm” or the “Company”), today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy voting advisory firm, recommends shareholders vote for boardroom change on the WHITE consent card. In particular, ISS supports the addition of two WaterMill nominees – Jaime Vieser and Holger Weis – to Ziopharm’s Board of Directors (the “Board”). ISS also recommends for the removal of two incumbents – Chairman Scott Tarriff and Director Elan Ezickson – from the Company’s Board.
Shareholders who agree that meaningful change is needed atop Ziopharm should vote on the WHITE consent card for all five of WaterMill’s proposals, including the addition of Robert Postma to the Board alongside Mr. Vieser and Mr. Weis. Learn more about our case for change and how to consent at www.FixZiopharm.com.
In its full report, ISS affirmed WaterMill’s case for change at Ziopharm1:
- “The dissident campaign identifies a number of issues that have not been sufficiently addressed, including a need for improved sharing of information with investors, a pattern of lax governance, and poor handling of a material weakness in internal controls.”
- “Responsibility for the board's dismissiveness of shareholder concerns, lax governance, and failure to hold management accountable falls primarily on the chairman of the board.”
- “Removal of the remaining director who was re-elected by less than a majority of shares appears to be the logical place to start to create room for new shareholder representatives on the board.”
- “The board's decision to appoint a new director while in the midst of a consent solicitation indicates a dismissive attitude toward the concerns raised by the dissident.”
- “Similarly, the board's decision to wait until the completion of the company's next audit to report on its efforts to remediate the internal controls weakness signals a concerning lack of urgency.”
- “The incumbent board members appear to have missed the need for management attention to investor relations and corporate communications until weeks after the consent solicitation launched.”
- “Additional representation of shareowners on the board appears necessary in order to align the board's priorities with shareholders.”
With respect to WaterMill’s director candidates, ISS noted: