ISS, Leading Provider of Proxy Voting Services, Recommends Phoenix Shareholders Vote "FOR" Board Recommended Slate of Directors.-ISS Recommends Phoenix Shareholders VOTE THE BLUE Proxy to Support the Election of Mr. Dury and Mr. Elgamal -Recommends Investors Vote Against Dissident Ramius Group MILPITAS, Calif. -- Phoenix Technologies Ltd. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :PTEC PTEC Pinellas Technical Education Centers (Clearwater, FL) PTEC Pharmacy Technician Educators Council PTEC Psychiatric Technician PTEC Plastics Technical Evaluation Center PTEC Page Table Edit Control ), the global leader in core systems firmware A category of memory chips that hold their content without electrical power. Firmware includes flash, ROM, PROM, EPROM and EEPROM technologies. When holding program instructions, firmware can be thought of as "hard software." See flash memory, ROM, PROM, EPROM, EEPROM and FOTA. , said today that Institutional Shareholder Services ("ISS ISS See Institutional Shareholder Services (ISS). "), a leading provider of proxy voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting. Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members and 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. solutions to the institutional marketplace, has recommended that Phoenix shareholders use management's BLUE proxy form to vote their shares at Phoenix's Shareholder Meeting on February 14, 2007 in favor of management's slate of directors. ISS recommends that shareholders DO NOT VOTE the white dissident proxy. ISS is widely recognized as a leading provider of proxy voting and corporate governance solutions to the institutional marketplace. Its analyses and recommendations are relied upon by 1,712 institutional investment firms, mutual funds and fiduciaries worldwide. Yesterday, the Company announced that Glass Lewis, another widely respected independent proxy advisory firm, has also recommended to shareholders to support the Phoenix slate of Elect Directors. ISS spoke to Phoenix management and the Ramius Group before recommending that shareholders vote for the management nominees. Any shareholder seeking the advice of a knowledgeable and independent third party should consider the ISS recommendation. ISS met with both Phoenix management and the dissidents to get a better understanding of their respective perspective on the proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. and their plans for the company. The ISS analysis focused on: Potential conflict of interest for dissident nominees New management's plan seems to be working Positive market reaction to management's strategic plan Restructured board "We are extremely pleased that highly respected proxy voting services firms and advisory organizations such as ISS and Glass Lewis, have recognized the fact that Ramius Group's nominees have a potential conflict of interest. We believe shareholder interests are best served by supporting the current management and the board," said Mr. Woody Hobbs, president and chief executive officer of Phoenix Technologies. "Our current management strategy is yielding results and the market has responded favorably to our course of action. This is evidenced by a 39.5% increase in our stock price since Sep 2006. Our 1QFY2007 results announced last month indicate a turn-around in revenue and margins, and we hope to continue to proceed on our development plan for Phoenix in the upcoming quarters. We want to focus all of our efforts on execution of our business plan and not on solving the problems that could arise from a fragmented board," added Mr. Hobbs. DISCARD ANY WHITE PROXIES AND VOTING FORMS sent by the dissident, Ramius Group IF YOU HAVE ALREADY VOTED A WHITE PROXY FORM, CHANGE YOUR VOTE NOW PLEASE SIGN, DATE AND RETURN YOUR BLUE proxy as soon as possible Beneficial owners (shares held through a brokerage firm or custodian bank Custodian bank Applies mainly to international equities. Bank or other financial institution that keeps custody of stock certificates and other assets of a mutual fund, individual, or corporate client. See: Depository Trust Company (DTC) ) may choose to call 1-800-454-8683 or visit www.proxyvote.com to vote. If voting electronically, you would need to enter the 12 digit Control Number located on the right hand side of the BLUE voting form provided by your broker or bank. Registered or record holders are required to mail in their BLUE cards. If you need assistance voting your shares, please call Morrow & Co. at 1-800-662-5200. About Phoenix Technologies Phoenix Technologies Ltd. (NASDAQ:PTEC) is the global market leader in system firmware that provides the most secure foundation for today's computing environments. The Company established industry leadership with its original BIOS product in 1983, and today has 149 technology patents, has shipped in over one billion systems, and continues to ship in over 125 million new systems each year. The company's breakthrough solution, TrustedCore, enables hardware vendors to bring secure devices to market with the latest advances in Microsoft operating systems The following is a list of Microsoft operating systems. For the codenames that Microsoft gave their operating systems, see Microsoft codenames. Before Windows
Phoenix, Phoenix Technologies, and the Phoenix Technologies logo are trademarks and/or registered trademarks of Phoenix Technologies Ltd. All other trademarks are the property of their respective owners. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: With the exception of historical information, the statements set forth above include forward-looking statements that involve risk and uncertainties. All forward-looking statements included in this document are based upon information available to the Company as of the date hereof, and the Company assumes no obligation to update any such forward-looking statement. Factors that could cause actual results to differ materially from those in the forward looking statements are discussed in the Company's filings with the Securities and Exchange Commission, including its recent filings on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , filed December 14, 2006. |
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