IT Staffing Report: Oct. 24, 2013

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RCM proxy battle includes nomination of CDI’s former CEO

A proxy battle is brewing at RCM Technologies Inc. (NASD: RCMT), a Pensauken, N.J.-based provider of information technology, engineering and healthcare staffing.

Two board nominees have been proposed by a shareholders’ group in opposition to two nominees from the company, according to a filing with the U.S. Securities and Exchange Commission. The battle comes as RCM’s annual meeting approaches on Dec. 5. One of the nominees from the shareholders’ group is Roger Ballou, former CEO of CDI Corp. (NYSE: CDI).

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.

The shareholders’ group behind the proxy battle includes Legion Partners Asset Management LLC and IRS Partners No. 19 L.P. along with others. The group says it owns 13.3 percent of outstanding common stock in RCM.

“We have serious concerns with the company’s poor stock performance, poor operating performance, pursuit of an ill-advised acquisition strategy, poor corporate governance practices and questionable compensation practices,” the group wrote in a letter to shareholders. It cited a 27 percent decline in revenue since 2007 and $150 million in write-offs associated with goodwill and other intangibles as a result of ill-advised acquisitions, according to a filing with the SEC.

Its nominees for the board include Ballou, who is presently a director of Fox Chase Bancorp Inc. and Alliance Data Systems Corp., after having served as CEO and director of CDI. Its other nominee is Bradley Vizi, founder and managing director of Legion Partners Asset Management.

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

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