Benefitfocus Issues Statement in Response to Indaba
Indaba Rejects Customary Cooperation Agreement
Indaba Continues to Block the Company from Interviewing Indaba’s Director Nominee
Company Reiterates Intention to Submit a Proposal at 2021 Annual Meeting to Declassify the Board
We are disappointed with Indaba’s decision to misrepresent our private negotiations. The company has repeatedly attempted to engage in constructive negotiations. Despite our good faith efforts, Indaba seems determined to misrepresent the terms of our proposed cooperation agreement.
We offered Indaba representation on the board that is commensurate with its ownership stake. We believe Indaba remains focused on forcing a near-term sale of the company, which, as a large debt holder (in addition to its equity stake), would disproportionately benefit Indaba.
- In March,
Coretha Rushing, a leader in the human resources industry, was appointed to the board. She was previously corporate vice president and chief human resources officer (CHRO) of Equifax Inc, and before that, she was senior vice president and the first woman to serve as CHRO at The Coca Cola Company.
- Following the 2021 Annual Meeting,
Doug Dennerlinewill become independent chairman of the board and Lanham Napierwill step down as lead independent director.
- As previously announced, the company intends to submit a proposal to shareholders to declassify its board. This proposal will be the first matter on the agenda at our 2021 annual meeting of stockholders.
Additional details will be included in our proxy statement for the 2021 annual meeting of stockholders, which will be filed with the
Benefitfocus (NASDAQ: BNFT) unifies the entire benefits industry through innovative technology solutions that bring efficiency, cost savings and simplicity to employee benefits administration. Our powerful cloud-based software, data-driven insights and thoughtfully designed services help employers, insurance brokers, health plans and suppliers address the complexity of benefits enrollment and engagement, while bringing easier access to health, wealth and lifestyle products through a world-class benefits experience. Our mission is simple: to improve lives with benefits. Learn more at www.benefitfocus.com, LinkedIn and Twitter.
DISCLAIMER REGARDING FORWARD LOOKING STATEMENTS
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: the costs and distractions of dealing with activist stockholders; our ability to maintain our culture and recruit, integrate and retain qualified personnel, including on our board of directors; our ability to compete effectively; the need to innovate and provide useful products and services; risks related to changing healthcare and other applicable regulations; the immature and volatile nature of the market for our products and services; privacy; security and other risks associated with our business; management of growth; volatility and uncertainty in the global economy and financial markets in light of the evolving COVID-19 pandemic; and the other risk factors set forth from time to time in our SEC filings, copies of which are available free of charge within the Investor Relations section of the Benefitfocus website at http://investor.benefitfocus.com/sec-filings or upon request from our Investor Relations Department. Benefitfocus assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Important Additional Information and Where to Find It
The company intends to file a proxy statement on Schedule 14A, an accompanying WHITE proxy card and other relevant documents with the
Certain Information Regarding Participants to the Solicitation
The company, its directors and certain of its executive officers are participants in the solicitation of proxies from the company’s stockholders in connection with matters to be considered at the company’s 2021 annual meeting of stockholders. Information regarding the direct and indirect interests, by security holdings or otherwise, of the company’s directors and executive officers in the company is included in the company’s Proxy Statement on Schedule 14A for its 2020 annual meeting of stockholders, filed with the
Source: Benefitfocus, Inc.