RiskMetrics Recommends "For" Napster Investor Nominee
September 11 2008 - 6:30AM
Marketwired
Okapi Partners is submitting this press release on behalf of Perry
H. Rod, Thomas Sailors and Kavan P. Singh. The Investor Nominees
for the Board of Directors of Napster (NASDAQ: NAPS) said today
they are "very pleased" that RiskMetrics Group's ISS Governance
Services is recommending that Napster stockholders support the
Investor Nominee Thomas Sailors and to vote "For" all of their
shareholder proposals including proposals to separate the Chairman
and CEO, eliminate the "Poison Pill," require majority voting, and
approve a "Say on Pay" proposal. All of these proposals are
currently opposed by the board of Napster. Shareholders of record
as of the close of business on July 24, 2008 will be entitled to
vote at the Napster, Inc. annual meeting on September 18, 2008.
RiskMetrics is a leading independent U.S. proxy advisory firm
and its voting analyses and recommendations are relied upon by
hundreds of major institutional investment funds, mutual funds and
fiduciaries throughout the country.
In its analysis, ISS concluded:
"Based on our discussions with the dissidents and the company,
we believe that the incumbent board may have failed to provide the
necessary management oversight to stem the decline in shareholder
value and competitive position. As such, we believe that the
dissident nominees could provide additional management oversight
and perspectives as Napster implements its current strategy or
explores strategic alternatives for the company."
Investor Nominee Perry H. Rod stated, "We are very pleased that
ISS has recognized that change is needed at Napster as well as
recommending a vote FOR our crucial corporate governance reform
proposals. We also note that ISS, as well as Glass Lewis, another
leading independent proxy voting advisory firm, recommends that
shareholders vote on the Investor Nominee's BLUE proxy card and not
to vote on the Napster proxy card at all. We encourage all
shareholders, small or large, to cast a vote FOR maximizing
shareholder value and vote FOR our nominees and proposals on the
Blue proxy card."
Shareholders who have questions, or need assistance voting their
shares, should contact, Okapi Partners; proxy solicitor for the
Investor Nominees, toll-free at (877) 259 6290.
PERRY H. ROD, THOMAS SAILORS AND KAVAN P. SINGH FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION A DEFINITIVE PROXY STATEMENT AND
AN ACCOMPANYING PROXY CARD ON AUGUST 13, 2008 TO BE USED TO SOLICIT
PROXIES IN CONNECTION WITH THE NAPSTER, INC. 2008 ANNUAL MEETING.
NOTE THAT THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS.
THESE STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED IN OUR FORWARD LOOKING STATEMENTS. SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO
THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF NAPSTER, INC. FOR
USE AT THE 2008 ANNUAL MEETING AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO
THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
Contact: Okapi Partners Call Toll-Free: 1-877-259-6290 Or Email:
info@okapipartners.com
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