Urges Alec Dreyer and Nora Brownell to Resign to Avoid Ensnaring Comverge in Government Investigation at the Port of Houston
Urges Board to Heed Shareholder Wishes and Declassify Today
Urges Board to Elect New Chairman
GREENWICH, Conn., May 18, 2011 (GLOBE NEWSWIRE) -- Shareholder Advocates for Value Enhancement today sent a letter to the Board of Directors of Comverge, Inc. (Nasdaq:COMV).
The text of the letter is below.
May 18, 2011
To the Board of Directors:
Shareholder Advocates for Value Enhancement (SAVE) continues to express concern that governance failures at Comverge are impairing shareholder value at the Company. The latest revelations concern Alec Dreyer, Chairman of the Board, and Director Nora Brownell.
Specifically, SAVE has reviewed the allegations made in the investigative reports of the ABC News affiliate in Houston, Texas, probing possible ethics violations, misuse of Port Funds and conflicts of interest by Mr. Dreyer, who in addition to his leadership role on the Comverge Board, serves as President of the Port of Houston.
The station is now reporting that the Harris County Attorney in Houston, Texas is commencing an investigation into his conduct. Fellow Comverge Director Nora Brownell has also been named in these alleged violations.
The allegations – and the pall they cast over the Comverge Board – would appear to be in direct contradiction to the stated "Director Qualifications" section of the 2010 Proxy. This document reads, in part, that, "[Directors must be] well regarded in the community, with a long-term reputation for honesty and integrity, have good common sense and judgment."
SAVE urges the Board to live up to this standard and request the resignation of Alec Dreyer and Nora Brownell to avoid ensnaring Comverge, Inc. in this government inquiry. SAVE believes Mr. Dreyer and Ms. Brownell should recuse themselves from any deliberations and decisions regarding this matter and SAVE urges the company to VOTE IN A NEW CHAIRMAN OF THE BOARD TODAY.
The investigative reports titled "Port of Plenty" can be seen here:
SAVE has also received the results from the May 5, 2011 shareholders meeting and it is clear that the majority of the shareholders want a declassified Board today. The 2010 proposal to declassify in the "most expeditious manner possible" was approved with approximately 72% of the shares voting for the proposal, but was ignored by the Board. The 2011 proposal to declassify over three years was defeated. SAVE URGES THE BOARD TO LISTEN TO SHAREHOLDERS AND DECLASSIFY TODAY.
SAVE believes that Comverge has a valuable franchise with talented employees that can provide smart grid, demand management, and energy efficiency solutions in today's rapidly changing energy markets. However, SAVE believes that the company's reputation could be damaged by the ongoing government investigation and that shareholders deserve a Chairman who can focus purely on the success of the company. With the stock near an all time low, the Company cannot afford this distraction.
SAVE URGES THE COMPANY TO ASK FOR AND ACCEPT THE RESIGNATION OF DIRECTORS ALEC DREYER AND NORA BROWNELL.
SAVE URGES THE COMPANY TO ELECT A NEW CHAIRMAN.
SAVE URGES THE COMPANY TO DECLASSIFY TODAY.
Shareholder Advocates for Value Enhancement (SAVE) is an independent group of investors whose members are committed to enhancing long-term value for shareholders by advocating for improved corporate governance, efficient operations and aligning executive compensation with shareholder returns. SAVE was founded by Bradley M. Tirpak and Craig W. Thomas. Bradley Tirpak is the beneficial owner of 3,500 Comverge, Inc. shares. For more information about SAVE, please visit .
SAVE urges shareholders to read all of the Comverge, Inc. public filings, which are available at .
CONTACT: Perry Street Communications Jeana Foxman 214-965-9955 firstname.lastname@example.org or Brooke Williams 214-965-9955 email@example.com