January 8, 2013 : IGT FACES OFF AGAINST FORMER CEO
Fight for boardroom seats is getting intense
The US land and online gambling equipment and content supplier International Game Technology appears to be at loggerheads with former CEO and chairman Charles Mathewson over the composition of the board of directors.
Matthewson, who parted company with IGT a decade ago, is spearheading a group of shareholders that has nominated four people to serve on the board of directors contrary to the wishes of the company management, which has its own list of candidates for appointment.
Matthewson is one of four Americans put forward by 3 percent shareholder Ader Investment Management LP. The resultant proxy fight has highlighted what seems to be a strained relationship between IGT and Matthewson and has resulted in the company recommending to shareholders that the Ader nominations be rejected.
IGT statements claim that the company has given Matthewson and his supporters at Ader every opportunity to "….offer plans or strategies to enhance shareholder value, but to date, it has not suggested any constructive alternatives to the company's strategy.”
Arguing for its own nominations, IGT claims: “IGT's board is comprised of highly experienced professionals with expertise across a wide range of disciplines and industries critical to IGT's business including gaming, hospitality, technology and finance.
“In addition, IGT directors have extensive operations and management experience at the highest levels of both public and private companies.
"IGT's Nominating and Corporate Governance Committee regularly reviews the representation of relevant skills and experience on the board and considers new qualified candidates to ensure the company is poised for future growth. As a result, the company has substantially reconstituted its eight-member board adding six new independent directors over the last five years.
“Following Mr Mathewson's retirement in 2003, he has repeatedly attempted to exert influence over the company's operations and extract personal financial benefits at the expense of all other shareholders. In 2010, the IGT board severed all financial ties with Mr. Mathewson.
“The IGT board and the Nominating and Corporate Governance Committee have carefully evaluated the qualifications of the Ader Group's nominees. The IGT board strongly believes that the Ader Group nominees, if elected, may seek to advance an agenda that is not in the best interests of all IGT shareholders.”