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CTG proposes declassifying board

March 21, 2018

Computer Task Group Inc. (NASD: CTG) will recommend to its shareholders a corporate governance initiative to eliminate its classified board structure and transition to a single class of directors to be elected annually.

The Buffalo, NY-based IT staffing and solutions provider reported the proposed initiative represents the company’s “continued actions and ongoing commitment to serve the long-term interests of all CTG shareholders.”

CTG’s board voted unanimously to submit a proposal to the shareholders to declassify the board at the company’s 2018 annual meeting scheduled for July 26. The board is currently partitioned into three classes, with each director elected to a three-year term. If shareholders approve the proposal, all directors elected on or after the 2021 annual meeting of shareholders will be subject to annual elections. The proposal will require the approval of the holders of two-thirds of the outstanding shares of CTG’s common stock.

“The CTG Board believes that a robust corporate governance program is vital to creating long-term shareholder value,” Chairman Daniel Sullivan said. “The recent initiatives to refresh our board, modify our director and executive compensation program, and the proposal made today to declassify the board reflect our commitment to strong corporate governance and alignment with the company’s shareholders. The board and the entire company remain highly focused on executing against our strategic plan and financial objectives.”