Brooks Automation shareholder opposes call to eject directors

By Angela McDaniels

Seattle, Jan. 29 - Brooks Automation, Inc. shareholder The D3 Family Fund LP strongly disagrees with the recommendation from Institutional Shareholder Services and Glass Lewis that shareholders not vote for several incumbent company directors, according to a schedule 13D filed with the Securities and Exchange Commission on Monday.

"We have voted enthusiastically to re-elect all eight incumbent Brooks directors. We believe that the formulaic approach taken by Institutional Shareholder Services and Glass Lewis would, if followed in this case, cause shareholders to withhold votes from directors who have been doing difficult work exceptionally well.

"We believe that doing the right thing should be rewarded, not punished," the fund said in the filing.

The fund noted that none of the directors opposed by Institutional Shareholder Services and Glass Lewis served on the Brooks board when back-dated stock options were granted to former chairman and chief executive officer Robert Therrien.

Furthermore, the fund said it believes the board "has improved dramatically the quality of its corporate governance in the past year" and listed the following as evidence:

• The board announced that Therrien would not be renominated for another term on the board;

• Once the back-dated stock option grants were brought to light, the board immediately appointed a special committee of newer, independent directors to examine the matter and empowered the special committee to engage independent legal and accounting counsel;

• The two board members who had been the board's compensation committee at the time the Therrien grants were made resigned from the board; and

• The board now has a new chair, the former lead director is no longer on the board, and Brooks' compensation committee and its nominating and governance committee also have new chairs.

"The company is publicly committed to cooperating fully with federal examinations of past option practices and to never repeating the unfortunate practices of the past.

"Fundamentally, we believe that Brooks has a strong balance sheet, a sensible corporate strategy and excellent management to execute the strategy," the fund said.

The D3 Family Fund LP, The DIII Offshore Fund LP, The D3 Family Bulldog Fund LP, Nierenberg Investment Management Co. Inc. and Nierenberg Investment Management Offshore Inc. - together, the D3 Family Fund - own 4,847,458 Brooks common shares, or 6.4% of the company's outstanding shares.

Brooks makes semiconductor manufacturing equipment and is based Chelmsford, Mass.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.