Ziopharm Comments on Institutional Shareholder Services’ Recommendation to Reject WaterMill’s Attempt to Remove Half of Ziopharm’s Board of Directors
ISS Acknowledges Ziopharm’s Outperformance of its Peer Group During Chairman Scott Tarriff’s Tenure
Court Filings Raise Concerns About Professional Past of WaterMill Nominee Holger Weis
Ziopharm Recommends Shareholders Return the GREEN Consent Revocation Card
BOSTON, Nov. 27, 2020 (GLOBE NEWSWIRE) -- Ziopharm Oncology, Inc. (Nasdaq: ZIOP) (“Ziopharm” or the “Company”), today issued a response to a report issued by Institutional Shareholder Services (“ISS”) in connection with the consent solicitation initiated by WaterMill Asset Management Corp., Mr. Robert W. Postma and certain other individuals (collectively, “WaterMill”). In its report, ISS recommends that Ziopharm shareholders reject WaterMill’s attempt to remove half of the Ziopharm Board of Directors (the “Board”) and to vote against the addition of Mr. Postma to the Board. Ziopharm strongly recommends shareholders sign and return the Company’s GREEN Consent Revocation Card.
In a statement, the Company said:
“We are gratified that ISS acknowledges that removing half of Ziopharm’s Board and replacing them with WaterMill’s full slate of proposed candidates – including Mr. Postma, himself – would not be in the best interest of shareholders or the Company. In addition, we are pleased that ISS acknowledges the track record of Ziopharm’s performance in recent years, which we believe underscores the long-term value potential in Ziopharm under the leadership of the current Board and management team. Importantly, while we have a great deal of respect for ISS, the report contains a number of factual mistakes. Additionally, key information in the public domain relating to WaterMill nominee Holger Weis raises questions regarding his suitability as a director.”
The ISS report made clear several points relating to Ziopharm’s financial standing and performance, including by noting that “the company outperformed the median of its peer group since Tarriff assumed leadership of the board and since the company ended the Intrexon collaboration.”
However, Ziopharm’s management team and Board believe it is critical for shareholders to be aware of the following factual errors in the ISS report:
- ISS recommends in favor of fixing the Board size at seven, but their other recommendations would result in an eight-member board.
- ISS states that the Board “rejected” the resignations of Elan Ezickson and Dr. Scott Braunstein, but that is not correct. In fact, the Board never rejected these resignations. The Board promptly engaged two leading search firms to identify candidates in connection with the results of the 2020 annual meeting and has accepted resignations as soon as it has found suitable replacements.
- ISS reports Elan Ezickson attended “fewer than 75 percent of meetings in 2019”, which is not accurate. Mr. Ezickson attended nearly 90% of Board and committee meetings in 2019. Mr. Ezickson attended fewer than 75% of meetings the year before that only because he was unable to participate in two special Board meetings that were called on short notice.
- ISS’ review of Ziopharm’s material weakness is incorrect. The ISS report notes “there is nothing that prohibits the company from disclosing that remediation is underway,” when in fact Ziopharm has disclosed the remediation steps in several filings with the U.S. Securities and Exchange Commission (the “SEC”), including in its most recent Form 10-Q filed on November 5, 2020.
- ISS also critiques the Board for the “retention of an overboarded director,” but fails to note that the issue was remedied by the director’s resignation from another
board well in advance of the launch of the consent solicitation.