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RCM sues dissident shareholder group

November 11 2013

Staffing firm RCM Technologies Inc. (NASD: RCM) announced it filed suit against a shareholder group in a proxy battle that is taking place prior to the firm’s annual meeting on Dec. 5. The lawsuit was filed in federal court against Legion Partners Asset Management LLC and other members of the “Legion Group,” including IRS Partners No. 19.

RCM alleges the group hasn’t provided complete and materially accurate information in filings it has made with the U.S. Securities and Exchange Commission.

The shareholder group has made two nominations to the board: Roger Ballou and Bradley Vizi. Both are also named in RCM’s lawsuit. Ballou is the former CEO of CDI Corp. (NYSE: CDI) and is currently a director of Fox Chase Bancorp Inc. and Alliance Data Systems Corp. Vizi is founder and managing director of Legion Partners Asset Management.

The group also seeks shareholder approval of a nonbinding advisory vote requiring the board chairman be an independent director — a move opposed by the company. Presently, the chairman and CEO positions are both held by Leon Kopyt.

RCM’s nominees to the board include Robert Kerr and Michael Frankel. Kerr has been a director since 1994 and was founding partner of Everingham & Kerr Inc., an M&A consulting firm. Frankel is on the board of directors of a firm called Onvia and serves as CFO of Iconology Inc., dba comiXology.


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