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Del Global Shareholder Group Outraged As Incumbents Pack Board of Directors.


Business Editors

NEW YORK--(BUSINESS WIRE)--April 11, 2003

A group of Del Global Technologies Corp. (DGTC.PK) shareholders expressed outrage at management's recomposition re·com·pose  
tr.v. re·com·posed, re·com·pos·ing, re·com·pos·es
1. To compose again; reorganize or rearrange.

2. To restore to composure; calm.
 of the Company's Board as it announced the arranged departure of two current directors, the expansion of the Board, and the appointment - not election - of three new directors to the open seats.

The holder group, which is seeking shareholder representation on the Board, has filed a preliminary proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 in support of the election of its own three highly qualified director nominees unaffiliated with management.

David Wright David Wright may refer to:
  • David Wright (baseball), (born 1982) American Major League Baseball player for the New York Mets
  • David McKee Wright (1869-1928) Irish born Australian poet and journalist
  • David Wright (artist), (1912-1967) British artist and illustrator
, an investor, nominee and member of the group, condemned the incumbents' action as "an end run around the shareholders' basic right to elect their own representatives" and noted that, "Filling the boardroom with their appointees is just the latest in a string of actions adverse to shareholder democracy and good corporate governance Corporate Governance

The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law.
 perpetrated by this Board. With its first shareholders meeting in over three years barely a month away, it is disturbing that Del Global's management, in the face of a shareholder initiative to elect new, independent directors to the Board, has chosen to without explanation, simply install its hand picked representatives immediately instead of waiting for the shareholders to decide. We find it ludicrous for Mr. Park to characterize our efforts as a "no premium""takeover" while Del shareholders now find their Company under the control of a Board composed entirely of appointees they had absolutely no say over and never elected."

Mr. Wright continued, "It seems obvious to us that Del management fails to understand the most basic tenets of corporate democracy and are acting unilaterally to entrench en·trench   also in·trench
v. en·trenched, en·trench·ing, en·trench·es

v.tr.
1. To provide with a trench, especially for the purpose of fortifying or defending.

2.
 themselves in office and preserve their control of Del Global. Their actions illustrate to us exactly what good corporate governance is intended to avoid. We call upon Mr. Park to immediately disclose any agreements the Company may have entered into in connection with the "retirement" of Messrs. Michael and Tiernan. Del Global belongs to its shareholders and their vote at the upcoming annual meeting will determine who oversees their investment in the Company."

Warren Lichtenstein Warren G. Lichtenstein is the head of Steel Partners, a fund based in New York City that focuses on deep value and special situations investing, and holds its average investment for approximately five years. , Managing Partner of Steel Partners II, one of Del Global's largest shareholders, voiced the group's concern over the process the Company used to identify the new appointees. "As described in the preliminary proxy statement we have filed with the SEC, our director nominees include Suzanne Hopgood and Gerald Czarnecki, people with world-class corporate governance credentials. We searched for independent shareholder representatives appropriate to Del Global's board. In contrast, the Company has just now established a nominating committee A nominating committee is a group formed usually from inside the membership of an organization for the purpose of nominating candidates for office within the organization. It works similarly to an electoral college, the main difference being that the available candidates, either  composed of directors chosen and appointed by Messrs. Park, Smith, and the two retired directors. We question the selection process used and believe that management's approach to Company directorships is likely emblematic em·blem·at·ic   or em·blem·at·i·cal
adj.
Of, relating to, or serving as an emblem; symbolic.



[French emblématique, from Medieval Latin embl
 of its entire governance record. Shareholders deserve better. We will offer them a real choice at the upcoming annual meeting - either more of the same flawed corporate governance or our nominees on the Gold proxy. We believe the choice is clear."

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Steel Partners II, L.P. ("Steel") has made a preliminary filing with the SEC of proxy materials Proxy Materials

Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other
 to be used to solicit votes for the election of its nominees at the Annual Meeting of shareholders of Del Global Technologies Corp. (the "Company") scheduled for May 14, 2003.

Steel strongly advises all shareholders of the Company to read the proxy statement when it is available because it will contain important information. Such proxy statement will be available at no charge on the SEC's web site at http://www.sec.gov. In addition, the participants in any solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 will provide copies of the proxy statement without charge upon request. Requests for copies should be directed to the participants' proxy solicitor Proxy Solicitor

A specialist (firm) hired to gather proxy votes.
, Innisfree M&A Incorporated, at its toll-free number: 888-750-5834. Detailed information regarding the identity and interests of individuals who may be deemed participants in the solicitation of proxies relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the Annual Meeting is available in the preliminary proxy statement filed with the SEC on April 4, 2003.
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Publication:Business Wire
Geographic Code:1USA
Date:Apr 11, 2003
Words:666
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