13.05.2008 20:12:00
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PROXY Governance Inc. Endorses All Nine SM&A Directors in May 23 Election
SM&A (NASDAQ:WINS) said today it is gratified that PROXY Governance
Inc., one of the leading proxy advisory firms, recommended stockholders
reject former CEO Steven Myers’ de facto
takeover attempt and endorsed all nine current directors for reelection.
The PROXY Governance decision follows a similar recommendation last week
by proxy advisor Glass Lewis that also recommended stockholders vote for
all nine current SM&A directors.
In reaching its determination, PROXY Governance called Myers’
plan for the company "less comprehensive and
less compelling than the transformational strategic plan the new
management team has already begun to execute.”
PROXY Governance also said that SM&A’s
current strategic plan "speaks to an aligned
board and executive team with a far more comprehensive vision of where,
how and why the company will transform itself and the markets in which
it competes.”
Myers has been seeking to effectively regain control of the company via
board seats for himself and three of his friends at SM&A’s
May 23 annual meeting. Myers was forced to retire from the company last
year due to performance-related issues when the current board declined
to renew his contract.
Earlier today, SM&A announced its directors had received an unsolicited
letter from the company’s most senior proposal
managers expressing "unqualified support”
for the company’s current directors and its
leadership team headed by Cathy McCarthy, President and Chief Executive
Officer.
"We are pleased that both PROXY Governance
and Glass Lewis have now recognized the valuable contribution our
current board members make and the strength of our strategic plan, as
well as the arguments we and our employees have put forth that our
stockholders should reject Myers’
transparent, self-serving efforts,” said SM&A
Chairman Dwight L. Hanger.
We urge you to Vote your White Proxy Card today to re-elect
your current Board and empower them to continue to guide SM&A to
future success.
The Stockholder meeting will be on Friday, May 23, 2008 with
stockholders of record as of April 9, 2008 eligible to vote.
If you have any questions or need assistance in voting, contact
MacKenzie Partners, Inc.
Toll-Free: (800) 322-2885
winsproxy@mackenziepartners.com
Please discard and do not sign any Gold proxy cards sent to you by Myers.
About SM&A
SM&A is the world’s foremost management
consulting firm providing leadership and mentoring solutions to PLAN for
business capture, WIN competitive procurements and profitably PERFORM on
the projects and programs won. Our proven processes, people and tools
have delivered significant top-line and bottom-line growth across
markets, products and services. From the largest aerospace and defense
contractors, through the major software providers, to healthcare and
financial/audit service providers, SM&A is the partner many companies
turn to WHEN THEY MUST WIN.
All stockholders of SM&A are advised to read the definitive proxy
statement and other documents related to the solicitation of proxies by
SM&A for use at the 2008 annual meeting of stockholders of SM&A. They
contain important information regarding the election of directors and
other matters. The definitive proxy statement and form of proxy have
been mailed to stockholders of record of SM&A along with other relevant
documents. They are available at no charge on the SEC’s
website at http://www.sec.gov In
addition, SM&A will provide copies of the definitive proxy statement
without charge upon request.
Some statements made in this news release refer to future actions,
strategies, or results that involve a number of risks and uncertainties.
Any number of factors could cause actual results to differ materially
from expectations, including a shift in demand for SM&A’s
Competition Management and Program services; fluctuations in the size,
timing, and duration of client engagements; delays, cancellations, or
shifts in emphasis for competitive procurement activities; declines in
future defense, information technology, homeland security, new systems,
and research and development expenditures, and other risk factors listed
in SM&A’s SEC reports, including the
report on Form 10-K for the year ended December 31, 2007. Actual results
may differ materially from those expressed or implied. The company does
not undertake any duty to update forward-looking statements.
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