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Ciber revamps board

April 02, 2015

Ciber Inc. (NYSE: CBR), a Greenwood, Colo.-based IT staffing and solutions firm, will add three new independent directors to its board.

According to a filing with the US Securities and Exchange Commission, Ciber entered into an agreement with a stockholder group — led by Bobby G. Stevenson, the 1989 Bobby G. Stevenson Revocable Trust, the Bobby G. Stevenson Revocable Trust, and the Dixie Foundation — in which Paul Jacobs, nonexecutive chairman, will not seek reelection this year. Additionally, Kurt Lauk and James Spira voluntarily agreed to leave the board on the date of the company’s 2015 annual meeting, and the three vacancies will be filled with independent directors.

Following the meeting, Stevenson, Ciber co-founder and a member of the board, will serve as acting chairman until a new chairman has been identified. Stevenson owns approximately 6.4 million shares of Ciber common stock representing approximately 8.1% of the company’s outstanding shares.

The agreement with the stockholder group also calls for the board to nominate Stevenson as a director of the board at the company’s 2016 annual meeting of stockholders to serve a three-year term.

Following Lone Star Value Investors, LP's public letter on Feb. 27, 2015, Ciber created a special board committee composed entirely of independent directors to formalize its self-assessment program.

“Given our ever-evolving industry, the board believes it is essential to regularly add new directors and to broaden the expertise, experience, diversity and perspectives of the board,” said Stephen Kurtz, chairman of the special committee.