Guidance Software, Inc. (NASDAQ: GUID), maker of EnCase®, the gold
standard for digital investigations and endpoint data security, today
filed with the U.S. Securities and Exchange Commission (SEC) its
definitive proxy statement, which nominates six existing Directors for
one-year terms on the Company’s Board of Directors. Five of the six
nominees are independent Directors, and four have served less than one
year.
“These highly qualified Directors offer, as a group, the capabilities to
guide the management team in transforming Guidance as they work to
better serve our customers, strengthen our partnerships and build value
for shareholders,” said Robert G. van Schoonenberg, Chairman of the
Guidance Software Board of Directors. “This slate is well-positioned to
continue the progress we have made in reversing the declines of the
previous three years. The Board, upon reviewing the slate proposed by
the Company’s former Chairman, determined a return to the past would
only serve to disrupt the progress now underway, and put substantial
value at risk.”
Guidance Software’s Board of Directors recommends that stockholders vote
"FOR" its nominees on the WHITE card at the upcoming annual meeting of
stockholders to be held on May 11, 2016. The Board recommends these
nominees:
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Reynolds C. Bish was appointed to the Board of Directors in February
2016. Mr. Bish has a strong track record of building and growing
companies while creating value for stakeholders. Mr. Bish is currently
president of Lexmark Enterprise Software and a vice president of
Lexmark International, Inc., where he is responsible for strategy,
execution and executive team leadership for Lexmark’s industry-leading
enterprise software offerings. He joined Lexmark as a result of its
2015 acquisition of Kofax for more than $1 billion. Mr. Bish had
served as CEO of Kofax. Previously, he served as vice president of
EMC’s Enterprise Software Group, which he joined upon the acquisition
in 2005 of Captiva Software Corp., a leading provider of input
management solutions, which he co-founded and led as Captiva’s
president and CEO. Mr. Bish has served on the Board of Directors and
as Chairman of the audit committee of both Iomega Corporation (NYSE:
IOM), a leading storage company acquired by EMC in 2007, and I-Many,
Inc. (NASDAQ: IMAN), a leading provider of contract management
software.
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Max Carnecchia has served on the Board since May 2015. He brings a
deep expertise in software and in successfully managing both private
and publicly traded software companies. He has served on numerous
Boards of Directors and has led several companies as Chief Executive
Officer. He is currently the Chief Executive Officer of BIOVIA,
Dassault Systémes. Mr. Carnecchia currently serves on the Board of
Directors of BIOVIA, Dassault Systémes and ALDA (Analytical Life
Science & Diagnostics Association) and previously served on the Board
of Directors of Agilysys, Inc. (NASDAQ: AGYS) until 2015.
Mr. Carnecchia previously served as President and CEO of Accelrys and
has served on its Board since 2009.
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Patrick Dennis serves as the Company’s President and Chief Executive
Officer and as a member of the Board of Directors. He was named
President and CEO in May 2015 after 12 years with EMC Corp., where he
held executive roles in sales, services and engineering. Previously,
he also served as a Group Vice President for Oracle Corp., where his
responsibilities included providing leadership, strategy, and
development to the Company's North American commercial business.
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Wade W. Loo was appointed to the Board of Directors in February 2016.
Mr. Loo brings to the Guidance Software Board of Directors more than
30 years of experience in corporate governance and finance,
specifically with respect to emerging software and technology
enterprises, and he has significant experience with U.S. GAAP and SEC
technical accounting and auditing matters. Mr. Loo retired in 2010
after a 30-year career with KPMG. He served as the firm’s Senior
Partner in Charge of Audit for the Northern California Business Unit
and led KPMG's Silicon Valley Audit Committee Institute Roundtables
and Audit Committee Chair Peer Exchanges. Mr. Loo currently serves as
the audit committee Chair of the Silicon Valley Community Foundation,
which is the largest community foundation in the United States.
Previously, Mr. Loo was a non-executive director at Kofax Limited,
where he chaired the audit committee.
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Christopher Poole joined the Board in May 2013. He has experience as a
CEO and as a member of numerous public and private company Boards. He
currently serves as President and Chief Executive Officer of
JAMS, Inc., which he joined in 2007. Earlier, Mr. Poole was CEO at
Thomson Elite (NASDAQ:ELTE), part of the Thomson Reuters corporation
(NYSE: TOC), and served as Director of Technology and Executive
Director at Latham & Watkins LLP in Los Angeles. Mr. Poole is the
recipient of the 2002 Ernst & Young Entrepreneur of the Year Award and
has served on a number of corporate and not-for-profit boards
including Broadway & Seymour Inc. (NASDAQ: BSIS), CaseCentral Inc.,
Polytechnic School, the JAMS Foundation and the Western Justice Center.
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Robert G. van Schoonenberg has served as a member of the Board of
Directors since February 2008, and currently serves as Chairman of the
Board. He has 30 years of experience in corporate management and
governance, including 28 years as an officer of Avery Dennison Corp.
(NYSE:AVY), from which he retired as Executive Vice President, Chief
Legal Officer and Secretary of the Board. He currently is Chairman and
Chief Executive Officer of BayPoint Capital Partners LLC and
Co-Managing Partner, AmeriCap Partners LLC, and he serves as a member
of the Board of Directors and Chairman of the Audit Committee of Blue
Nile, Inc. (NASDAQ: NILE) and a member of the Board of Directors of
Live Media Group LLC. From 2009-2015, he served on the board of Ryland
Group, Inc. (NYSE:RYL) and from 2008-2011, on the Board of Directors
of Altair Nanotechnologies, Inc. (NASDAQ:ALTI). He is a member of the
Audit Committee Roundtable of Orange County and serves as a Trustee of
Southwestern University School of Law.
About Guidance Software
Guidance (NASDAQ: GUID) exists to turn chaos and the unknown into order
and the known—so that companies and their customers can go about their
daily lives as usual without worry or disruption, knowing their most
valuable information is safe and secure. Makers of EnCase®, the gold
standard in digital investigations and endpoint data security, Guidance
provides a mission-critical foundation of applications that have been
deployed on an estimated 25 million endpoints and work in concert with
other leading enterprise technologies from companies such as Cisco,
Intel, Box, Dropbox, Blue Coat Systems, and LogRhythm. Our field-tested
and court-proven solutions are used with confidence by more than 70 of
the Fortune 100 and hundreds of agencies worldwide. For more information
about Guidance, please visit guidancesoftware.com, "Like" our Facebook
page, follow us on Twitter, or follow our LinkedIn page.
Guidance Software®, EnCase®, EnScript®, EnCE™, EnCEP™, EnForce™, Linked
Review™, EnPoint™ and Tableau™ are trademarks owned by Guidance Software
and may not be used without prior written permission. All other
trademarks and copyrights are the property of their respective owners.
Participants in the Solicitation
Guidance and its directors, executive officers and other employees and
persons may be deemed to be “participants” in the solicitations of
proxies from Guidance’s stockholders in connection with the upcoming
annual meeting of the Company’s stockholders (the “Annual Meeting”).
Guidance has filed a proxy statement (the “2016 Proxy Statement”) with
the Securities Exchange Commission (the “SEC”) on March 30, 2016 in
connection with the solicitation of proxies for the Annual Meeting.
Information regarding the persons who may, under the rules of the SEC,
be considered to be participants in the solicitation of Guidance’s
stockholders in connection with the Proposals and their respective
interests in Guidance by security holdings or otherwise is set forth in
Guidance’s Annual Report on Form 10-K for the fiscal year ended December
31, 2015 filed with the SEC on February 25, 2016 (the “Annual Report”)
and also are included in the 2016 Proxy Statement and other materials
filed with the SEC. To the extent holdings of Guidance’s securities have
changed since the amounts printed in the Annual Report, such changes
have been reflected on Initial Statements of Beneficial Ownership on
Form 3 or Statements of Change in Ownership on Form 4 filed with the
SEC. These documents are available free of charge at the SEC’s website
at www.sec.gov.
Important Additional Information and Where to Find It
Promptly after filing its definitive 2016 Proxy Statement with the SEC,
Guidance will mail the definitive 2016 Proxy Statement and a proxy card
to each stockholder entitled to vote at the Annual Meeting. BEFORE
MAKING ANY VOTING DECISION, GUIDANCE’S STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE 2016 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT GUIDANCE WILL
FILE WITH THE SEC WHEN THEY BECOMES AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain, free of
charge, copies of the definitive 2016 Proxy Statement and any other
documents filed by Guidance with the SEC in connection with the Annual
Meeting at the SEC’s website at www.sec.gov.
In addition, copies will also be available at no charge at the Investors
section of Guidance’s website at http://investors.guidancesoftware.com/.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking
statements in this release involve risks and uncertainties that could
cause actual results to differ materially from current expectations.
There can be no assurance that demand for Guidance’s products will
continue at current or greater levels, that new products will be
successful, or that Guidance will continue to grow revenues, or be
profitable. There are also risks that Guidance’s pursuit of providing
network security and e-discovery technology might not be successful, or
that if successful, it will not materially enhance Guidance’s financial
performance; that Guidance could fail to retain key employees; that
changes in customer requirements and other general economic and
political uncertainties could impact Guidance’s relationship with its
customers; and that delays in product development, competitive pressures
or technical difficulties could impact timely delivery of
next-generation products; and other risks and uncertainties that are
described from time to time in Guidance’s periodic reports and
registration statements filed with the Securities and Exchange
Commission. Guidance specifically disclaims any responsibility for
updating these forward-looking statements.
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