Technitrol investors’ shareholder rights plan has been axed one day after former Motorola executive Dan Moloney was appointed CEO of the electrical components company.
Technitrol makes electrical components for several different segments, including device antennas, local area networks (LAN) and wireless communications. It also supplies components from “smart” controls for cars, buildings, machinery and appliances.
The company’s board has decided not to renew the shareholder rights plan, which expires on Sept. 9, 2010. The plan allows investors to receive additional shares if any one person or group acquires 15 percent of the company’s outstanding shares.
Technitrol is also seeking to eliminate a super-majority vote rule that requires 75 percent of shareholders to approve changes to the company’s classified board of directors, including the removal of directors without cause, and business transactions such as mergers or sell-offs involving of 5 percent of shareholders.
The company also wants to allow shareholders to take action with the written consent of a majority of shareholders and elect directors with a majority vote instead of a plurality vote. In a majority vote, at least 51 percent of shareholders need to approve the candidate. Plurality voting elects the person with the most votes even if they don’t have an absolute majority.
Finally, Technitrol wants to eliminate its classified board of directors so that the directors are elected on an annual basis. Currently, directors in only one of three classes are elected each year to serve three-year terms. In a statement, Technitrol said implementing one-year terms for board members would create a “shareholder-friendly board structure.”
The company also said changes to the board structure were needed to allow a smooth transition for the company’s outgoing CEO. The company must also replace several board members who have to retire due to mandatory age limitations.
Yesterday it was announced that Motorola’s home and networks mobility president was leaving to become Technitrol’s CEO. Moloney worked at Motorola for nearly a decade and will be replacing Technitrol’s current head executive, James Papada III, who is retiring.
