SYS-CON MEDIA Authors: Zakia Bouachraoui, Elizabeth White, Pat Romanski, Liz McMillan, Yeshim Deniz

News Feed Item

Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Shareholders Vote “FOR” Both of Mellanox’s Best-In-Class Governance Proposals

Mellanox Technologies, Ltd. (NASDAQ: MLNX), a leading supplier of high-performance, end-to-end smart interconnect solutions for data center servers and storage systems, today announced that independent proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”), have recommended that Mellanox shareholders vote “FOR” both of the Company’s best-in-class governance proposals at the extraordinary general meeting (“EGM”) scheduled to be held on May 24, 2018.

In its May 11, 2018 report, ISS stated1:

“A majority vote standard in uncontested director elections, with a plurality "carve out" for contested elections, is widely regarded as the best practice among U.S.-listed companies...Because the article amendment proposed here will help to ensure that the candidates with the greatest degree of support are elected, even if their support falls short of a majority, the amendment will help to ensure that shareholders' preferences are more accurately reflected. Support for this proposal is warranted.”

“The use of a universal proxy card in a contested director election will enable shareholders to choose exactly which nominees they prefer; whether that is the complete slate of management nominees, the complete slate of dissident nominees, or a combination of the two slates in any proportion. Support for this proposal is warranted.”

In its May 11, 2018 report, Glass Lewis stated2:

“We agree with the board's rationale that a plurality voting standard is appropriate in the context of a contested election…We recommend that shareholders vote FOR this proposal.”

“All other things held equal, we believe a universal proxy can create a more level playing field for the nominees and adds clarity and transparency for shareholders during the voting process…We recommend that shareholders vote FOR this proposal.”

Commenting on the ISS and Glass Lewis reports, Mellanox issued the following statement:

“The Mellanox Board is committed to best-in-class governance practices and is taking the necessary steps to align our governance policies with shareholder interests and ensure that the composition of our Board fairly reflects shareholders’ intentions. We are pleased ISS and Glass Lewis have recommended that Mellanox shareholders vote “FOR” both of Mellanox’s best-in-class governance proposals at the Company’s upcoming EGM. These proposals are designed to enhance shareholder choice in a contested election by allowing shareholders to vote for the director candidates who they believe will best guide Mellanox’s strategy and success over the long term.”

Mellanox reminds shareholders that every vote is important and urges all shareholders to vote “FOR” the Company’s best-in-class governance proposals TODAY.

About Mellanox

Mellanox Technologies (NASDAQ: MLNX) is a leading supplier of end-to-end InfiniBand and Ethernet smart interconnect solutions and services for servers and storage. Mellanox interconnect solutions increase data center efficiency by providing the highest throughput and lowest latency, delivering data faster to applications and unlocking system performance capability. Mellanox offers a choice of fast interconnect products: adapters, switches, software and silicon that accelerate application runtime and maximize business results for a wide range of markets including high performance computing, enterprise data centers, Web 2.0, cloud, storage and financial services. More information is available at: www.mellanox.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This release contains "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on Mellanox's current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by Mellanox as well as Mellanox's expectations for the outcome of the votes at the upcoming EGM. Mellanox undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect Mellanox's business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017 and in our periodic reports on Form 10-Q.

Important Additional Information and Where You Can Find It
The Company and certain of its directors and executive officers may be deemed to be participants in a solicitation of proxies in connection with the matters to be considered at the EGM and the 2018 AGM. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s preliminary proxy statement for the 2018 AGM, filed with the SEC on May 9, 2018 and reports filed by the Company and Forms 3 and Forms 4 filed by the Company’s executive officers and directors with the SEC after May 9, 2018. These documents are available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s definitive proxy statement for its 2018 AGM, including the schedules and appendices thereto.

The Company has furnished or intends to furnish its definitive proxy statements and WHITE proxy cards for the EGM and the 2018 AGM to each shareholder entitled to delivery of a proxy, and has filed or intends to file such definitive proxy statements and WHITE proxy cards with the SEC. THE COMPANY URGES ITS SHAREHOLDERS TO CAREFULLY READ SUCH DEFINITIVE PROXY STATEMENTS (INCLUDING ANY SUPPLEMENTS OR AMENDMENTS THERETO), ACCOMPANYING WHITE PROXY CARDS AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Copies of the definitive proxy statements, any solicitation materials and any other documents filed by the Company with the SEC will be made available free of charge at the SEC’s website at www.sec.gov. These documents will also be made available free of charge at https://www.stockholderdocs.com/mlnx or by contacting the Company’s proxy solicitor, Mackenzie Partners, Inc. at [email protected].

1 Permission to use quotations neither sought nor obtained.
2 Permission to use quotations neither sought nor obtained.

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Emil Sayegh is an early pioneer of cloud computing and is recognized as one of the industry's true veterans. A cloud visionary, he is credited with launching and leading the cloud computing and hosting businesses for HP, Rackspace, and Codero. Emil built the Rackspace cloud business while serving as the company's GM of the Cloud Computing Division. Earlier at Rackspace he served as VP of the Product Group and launched the company's private cloud and hosted exchange services. He later moved o...
As you know, enterprise IT conversation over the past year have often centered upon the open-source Kubernetes container orchestration system. In fact, Kubernetes has emerged as the key technology -- and even primary platform -- of cloud migrations for a wide variety of organizations. Kubernetes is critical to forward-looking enterprises that continue to push their IT infrastructures toward maximum functionality, scalability, and flexibility. As they do so, IT professionals are also embr...
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, discussed how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team at D...
Cloud-Native thinking and Serverless Computing are now the norm in financial services, manufacturing, telco, healthcare, transportation, energy, media, entertainment, retail and other consumer industries, as well as the public sector. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development cycles that pro...
As you know, enterprise IT conversation over the past year have often centered upon the open-source Kubernetes container orchestration system. In fact, Kubernetes has emerged as the key technology -- and even primary platform -- of cloud migrations for a wide variety of organizations. Kubernetes is critical to forward-looking enterprises that continue to push their IT infrastructures toward maximum functionality, scalability, and flexibility. As they do so, IT professionals are also embr...
The vast majority of organizations today are in the earliest stages of AI initiatives and this shift will be dramatic as more enterprises move forward in the AI journey. Although companies are at different stages of this journey, most agree that finding or developing analytic talent is a key concern and bottleneck for doing more. What if your business could take advantage of the most advanced ML/AI models without the huge upfront time and investment inherent in building an internal ML/AI data sc...
The Japan External Trade Organization (JETRO) is a non-profit organization that provides business support services to companies expanding to Japan. With the support of JETRO's dedicated staff, clients can incorporate their business; receive visa, immigration, and HR support; find dedicated office space; identify local government subsidies; get tailored market studies; and more.
Docker is sweeping across startups and enterprises alike, changing the way we build and ship applications. It's the most prominent and widely known software container platform, and it's particularly useful for eliminating common challenges when collaborating on code (like the "it works on my machine" phenomenon that most devs know all too well). With Docker, you can run and manage apps side-by-side - in isolated containers - resulting in better compute density. It's something that many developer...
While a hybrid cloud can ease that transition, designing and deploy that hybrid cloud still offers challenges for organizations concerned about lack of available cloud skillsets within their organization. Managed service providers offer a unique opportunity to fill those gaps and get organizations of all sizes on a hybrid cloud that meets their comfort level, while delivering enhanced benefits for cost, efficiency, agility, mobility, and elasticity.
GCP Marketplace is based on a multi-cloud and hybrid-first philosophy, focused on giving Google Cloud partners and enterprise customers flexibility without lock-in. It also helps customers innovate by easily adopting new technologies from ISV partners, such as commercial Kubernetes applications, and allows companies to oversee the full lifecycle of a solution, from discovery through management.
In his session at 20th Cloud Expo, Mike Johnston, an infrastructure engineer at Supergiant.io, will discuss how to use Kubernetes to setup a SaaS infrastructure for your business. Mike Johnston is an infrastructure engineer at Supergiant.io with over 12 years of experience designing, deploying, and maintaining server and workstation infrastructure at all scales. He has experience with brick and mortar data centers as well as cloud providers like Digital Ocean, Amazon Web Services, and Rackspace....
Signs of a shift in the usage of public clouds are everywhere Previously, as organizations outgrew old IT methods, the natural answer was to try the public cloud approach; however, the public platform alone is not a complete solutionThe move to hybrid, custom, and multi-cloud will become more and more prevalent At the heart of this technology trend exists a custom solution to meet the needs and concerns of these organizations, including compliance, security, and cost issues Blending Ser...
Kubernetes as a Container Platform is becoming a de facto for every enterprise. In my interactions with enterprises adopting container platform, I come across common questions: - How does application security work on this platform? What all do I need to secure? - How do I implement security in pipelines? - What about vulnerabilities discovered at a later point in time? - What are newer technologies like Istio Service Mesh bring to table?In this session, I will be addressing these commonly asked ...
Today most companies are adopting or evaluating container technology - Docker in particular - to speed up application deployment, drive down cost, ease management and make application delivery more flexible overall. As with most new architectures, this dream takes significant work to become a reality. Even when you do get your application componentized enough and packaged properly, there are still challenges for DevOps teams to making the shift to continuous delivery and achieving that reducti...
The KCSP program is a pre-qualified tier of vetted service providers that offer Kubernetes support, consulting, professional services and training for organizations embarking on their Kubernetes journey. The KCSP program ensures that enterprises get the support they're looking for to roll out new applications more quickly and more efficiently than before, while feeling secure that there's a trusted and vetted partner that's available to support their production and operational needs.