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Investor group outlines Hudson Global agenda

May 30, 2014

Lone Star Value, which now holds two seats on Hudson Global Inc.’s (NASD: HSON) board of directors, issued an open letter outlining its plans for the New York-based professional staffing firm.

Hudson avoided a proxy contest with the Lone Star Value shareholder group this week when Robert Dubner and Jennifer Laing stepped down from its board of directors following the company’s annual meeting of stockholders held on May 29, and Lone Star Value Group’s nominees Jeffrey Eberwein and Richard Coleman joined the board.

“We look forward to having an immediate, positive impact on the company, and expect this impact to come in two waves,” the Lone Star Value letter stated. “First, we will immediately put up for a director vote at our first board meeting a number of items to improve corporate governance and shareholder rights at Hudson. Second, with the benefit of the information available to all directors, we will work with the rest of the board to review all aspects of Hudson’s current strategy with the objective of maximizing long-term profitability and value creation for all shareholders.”

The new board members will seek to put the following items to an immediate vote at the first Hudson board meeting held after their election.

  • De-staggering of the board. All board members should be up for re-election at the 2015 annual meeting
  • Elimination of all board member compensation until the company returns to profitability
  • Immediate termination of Hudson's shareholder rights plan
  • Repealing supermajority voting provisions within Hudson's corporate charter
  • Allowing shareholders representing at least 10 percent of the outstanding shares to call special meetings
  • Allowing shareholders to act by written consent
  • Immediate election of a new independent chairman
  • Substantial representation of the new directors on key committees of the board
  • Elimination of the executive committee of the board

Meanwhile, Hudson announced the preliminary results of its annual meeting of stockholders.

In addition to the election of Eberwein and Coleman to the board of directors, the following items passed:

  • Stockholders approved the compensation of the company's named executive officers
  • KPMG LLP was approved as the company's independent auditor
  • An amendment to the amended and restated certificate of incorporation to declassify the board of directors and provide for the annual election of directors was approved

“We appreciate the candid feedback we have received from Hudson stockholders over the past few weeks, including the many supportive comments about our team and strategic plan and the desire to have further stockholder representation on the board,” said Hudson Chairman and CEO Manolo Marquez.