Terence Bernard Wise, the largest shareholder and member of the board of
directors of Forward Industries, Inc. (NASDAQ: FORD), is pleased to
announce that ISS, the world’s leading provider of corporate governance
solutions, recommends Forward Industries shareholders vote on the GOLD
proxy card for Mr. Wise, Howard Morgan and Michael Luetkemeyer. Glass
Lewis, the other leading proxy advisory firm, has also recommended that
shareholders use the GOLD proxy card
at the upcoming annual meeting. In addition, in a statement issued
today, Mr. Wise confronted Forward's entrenched Board of Directors on
their recent misrepresentations of the experience and integrity of his
Director nominees.
“I am extremely pleased that ISS has recommended a vote on the GOLD
proxy card. We urge all Forward shareholders to vote for our five
highly-qualified nominees. It is clear that ISS saw through the recent
attempts by Forward's entrenched Board of directors and management to
apply a thin veneer of 'strategy' to their brazen self-dealing. ISS
questions management's vaunted M&A strategy as 'reactive to [my]
critique, rather than … a well-conceived business combination' and
highlights what may be a short supply of confidence in the Board at this
time.
“We were disappointed that ISS failed to recognize the value that Mr.
Fine would add to the Forward Board. Mr. Fine is a seasoned veteran of
finance and industry with an impressive depth of experience in public
company governance. While Central European Distribution Corporation
(CEDC), a formerly NASDAQ-listed company where Mr. Fine served as a
director, was ultimately restructured through a Chapter 11 bankruptcy
proceeding, this restructuring was the culmination of a year and a half
of tireless effort by many at CEDC, led by Mr. Fine, to find a solution
to CEDC's financial situation while avoiding a disastrous cross-border
liquidation and saving thousands a jobs. This was accomplished while
negotiating against a significant minority shareholder in a
highly-contentious board room through a process that U.S. Bankruptcy
Judge Christopher Sontchi lauded as 'beyond reproach' in its arms-length
negotiation with a related party. Mr. Fine is justifiably proud of this
accomplishment and cites this experience on his public biography. I was
similarly impressed by this experience and believe Mr. Fine is exactly
the sort of director Forward needs – honest, experienced and unafraid to
stand up for good corporate governance.
“Compare Mr. Fine with one of Mr. Johnson's handpicked nominees, Mr.
Joseph E. Mullin III. Nowhere does Forward mention the experience of Mr.
Mullin at KIT Digital, Inc., where Mr. Mullin presided as Chair of the
KIT Audit Committee during a time when the US SEC began an investigation
into transactions by KIT's then CEO in KIT company shares. They also
fail to explain the quality of Mr. Mullin's stewardship while KIT was
enmeshed in financial reporting irregularities that prevented it from
filing financial reports, blocking its access to the capital markets and
resulting in a Chapter 11 bankruptcy. As KIT's own bankruptcy papers
explain, its financial troubles were caused by its rampant M&A buying
spree of over 22 companies in 3 years that crippled KIT with debt and
failed to realize the promised value – on Mr. Mullin's watch! If this is
the sort of public experience Mr. Johnson so values, I truly despair for
my shareholding in Forward if Mr. Mullin is elected.
“I am also troubled by the inexperience of Robert M. Neal with public
company governance. While Mr. Johnson and his associates seek to tar my
nominees, they fail to mention that Mr. Neal has never served on a
public company board. Moreover, as one of Mr. Johnson's anointed
investors in Forward's preference share issue, Mr. Neal has been
receiving a 6% dividend from Forward since mid-2013 while Forward's
shareholders have been without a dividend since 1987. Not even
high-yield bonds pay that kind of return in today's market. In fact, it
seems Mr. Neal's only other public experience was his predatory and,
ultimately, unsuccessful, campaign from 2011 to 2013 to self-servingly
force another NASDAQ small-cap, Concurrent Computer Corporation, to
conduct a share buy-back program and appoint his nominees to the board
of directors.
“In light of these evident contradictions in Forward's position,
although I am pleased that ISS has supported a majority of the Wise
slate, I am disappointed ISS has not seen fit to endorse two of my
nominees. It is clear to me that Forward desperately needs directors
with business experience, integrity and honesty. I believe each of my
nominees, Mr. Morgan, Mr. Luetkemeyer, Mr. Freitag and Mr. Fine possess
these traits in abundance. I am proud to have nominated such fine
candidates for your consideration and I deeply regret that Mr. Johnson
and his associates have felt the need to resort to baseless mud-slinging
in their last ditch effort to cling to power.
“I hope Forward shareholders will vote the GOLD
proxy card for my five board nominees, who have demonstrated
exceptional accomplishments in the key areas required to unlock the
substantial value at Forward and provide the leadership Forward’s
shareholders deserve.
“I urge you to review the materials posted at www.innisfreema.com/Forward/,
including my letter to stockholders from December 18, 2014, to learn the
truth about the entrenched Board of Directors and their plans for
Forward.
“I truly believe in Forward’s potential and will remain steadfast in my
attempt to provide shareholders with a choice for effective leadership.
As always, I welcome your feedback and collaboration in our campaign to
reclaim Forward’s future at this critical juncture in its history.”
ADDITIONAL INFORMATION:
Terence Bernard Wise, together with the other participants named herein,
has filed a definitive proxy statement and accompanying GOLD
proxy card with the Securities and Exchange Commission (the “SEC”) to be
used to solicit votes for the election of his director nominees at the
2014 annual meeting of stockholders of Forward Industries, Inc.
(“Forward”), a New York corporation.
FORWARD STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT,
AS IT CONTAINS IMPORTANT INFORMATION. SUCH PROXY STATEMENT AND OTHER
PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE
COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO INNISFREE M&A INCORPORATED TOLL-FREE AT
(888) 750-5834 (BANKS AND BROKERS MAY CALL COLLECT AT (212) 750-5833).
The Participants in the proxy solicitation are Terence Bernard Wise,
Howard Morgan, Michael Luetkemeyer, Eric Freitag, Sangita Shah, N. Scott
Fine and Darryl Keys (collectively, the “Participants”).
As of the date hereof, Mr. Wise beneficially owns 1,608,541 shares of
the Company’s common stock, constituting approximately 19% of the class.
As of the date hereof, Mr. Morgan beneficially owns 25,000 shares of the
Company’s common stock.
Copyright Business Wire 2014