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Ciber settles proxy contest, makes board changes

April 14, 2014

Ciber Inc. (NYSE: CBR) announced a new director, Richard Coleman Jr., and the retirement of board member Archibald McGill, who had served as director since 1998. The change in directors at the Greenwood, Colo.-based information technology staffing and solutions firm comes as part of a deal to settle a proxy contest with Lone Star Value Management LLC, according to a filing with the U.S. Securities and Exchange Commission.

Ciber will also expand its board to 10 directors from the present nine, and nine directors will be independent.

“The changes announced today will introduce new and independent perspectives to Ciber’s board to provide integral support and oversight to management,” said Jeffrey Eberwein, founder and CEO of Lone Star Value Management. “As a significant shareholder of Ciber, Lone Star Value supports Ciber’s strategic plan of restructuring and refocusing its business to improve profit margins which we believe will create shareholder value.”

Lone Star Value holds 1.7 percent of Ciber’s common stock.

Coleman is president and CEO of Crossroads Systems Inc. a global provider of data archive solutions. He is also the founder and president of Rocky Mountain Venture Services, which helps companies plan and launch new business ventures and restructuring initiatives. Coleman will serve as a member of the nominating/corporate governance committee of the board, and also be considered along with all other board members for board committee appointments in connection with the board’s annual review of committee composition.

Lone Star Value has withdrawn its nomination letter to the company and has agreed to vote in favor of the election of each of the board’s nominees for election as a director and each other matter presented at the 2014 annual meeting of stockholders of the company in accordance with the recommendation of the board.

Lone Star Value is also involved in a proxy battle with Hudson Global Inc. (NASD: HSON).