Glass Lewis Recommends a Vote “FOR” All of Everbridge’s Director Nominees
ISS Rejects Ancora’s Demands to Withhold Votes from Richard D’Amore and
Everbridge Urges Shareholders to Vote “FOR” All of the Company’s Experienced and Highly Qualified Director Nominees to Support Initiatives Underway to Create Value
We welcome Glass Lewis’ recommendation that shareholders vote “FOR” all of our experienced and highly qualified director nominees.
We also appreciate ISS’s recommendations that shareholders vote “FOR” each of Richard D’Amore,
However, we strongly disagree with elements of ISS’s report, notably the recommendation to withhold from selected directors due to challenges associated with the integration of assets that we acquired in 2021 and the departure of our former CEO, which have both impacted our valuation. Everbridge has a track record of successful acquisitions that have expanded our product portfolio and geographic reach. We believe the acquisitions in 2021 were strategic and will increasingly contribute to Everbridge’s business over the long-term. In the face of challenges that emerged at the end of 2021, the Board – led by
Finally, the Board has an established track record of Board refreshment, with four of eight directors added in the past four years. The Board is also heavily focused on incorporating diverse perspectives into senior leadership and the boardroom. For instance, 50% of our senior executives are from racially or ethnically diverse backgrounds and 33% are women, while 25% of our directors are women.
We believe that a vote “FOR” all Everbridge director nominees will help retain a board that is highly qualified and possesses the proper balance of relevant business and industry experience, a range of both fresh and long-term perspectives, and is critical to the stability of the business and the success of our operational initiatives underway. We believe our execution of these initiatives will enhance standalone value and improve optionality.
Ancora’s campaign to withhold votes from our directors in support of its sole objective of an immediate sale at a valuation trough is an attempt to impede the Board’s ability to exercise strategic optionality in the best interests of all shareholders, without the potential benefit of our value-enhancing initiatives. Furthermore, it targets directors with key historical perspectives and business and industry experience that is critical to the success of our current initiatives.
Everbridge encourages shareholders to support the Company’s experienced and highly qualified Board by voting their proxy card “FOR” each of the nominees – Richard D’Amore,
Everbridge shareholders who need assistance in voting their shares can call our proxy solicitor, Georgeson, 800-561-2871 (toll-free).
Cautionary Language Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the anticipated opportunity and trends for growth in our critical communications and enterprise safety applications and our overall business, our market opportunity, our expectations regarding sales of our products, our goal to maintain market leadership and extend the markets in which we compete for customers, and anticipated impact on financial results. These forward-looking statements are made as of the date of this press release and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. These risks and uncertainties include, but are not limited to, the ability of our products and services to perform as intended and meet our customers’ expectations; our ability to successfully integrate businesses and assets that we may acquire; our ability to attract new customers and retain and increase sales to existing customers; our ability to increase sales of our Mass Notification application and/or ability to increase sales of our other applications; developments in the market for targeted and contextually relevant critical communications or the associated regulatory environment; our estimates of market opportunity and forecasts of market growth may prove to be inaccurate; we have not been profitable on a consistent basis historically and may not achieve or maintain profitability in the future; the lengthy and unpredictable sales cycles for new customers; nature of our business exposes us to inherent liability risks; our ability to attract, integrate and retain qualified personnel; our ability to maintain successful relationships with our channel partners and technology partners; our ability to manage our growth effectively; our ability to respond to competitive pressures; potential liability related to privacy and security of personally identifiable information; our ability to protect our intellectual property rights, and the other risks detailed in our risk factors discussed in filings with the
Additional Information and Where to Find It
Everbridge filed a definitive proxy statement and a form of associated proxy card with the
Certain Information Regarding Participants
Everbridge, its directors and certain of its executive officers are participants in the solicitation of proxies from shareholders in respect of the 2022 Annual Meeting. Information regarding the names of Everbridge directors and executive officers and their respective interests in Everbridge by security holdings or otherwise is set forth the Proxy Statement. To the extent holdings of such participants in Everbridge securities have changed since the amounts described in the Proxy Statement, 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
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