InterDigital Inc (IDCC)

[Corp_Buyer]

"create a climate that gets management's attention" ...

If shareholders want to take action on governance and executive compensation issues, other than voting "NO" to additional incentive stock option plans, one approach might be to submit some (properly drafted) shareholder proposals for vote at the ASM e.g.:

1) outside independent reviews of disclosure policies re: licensing, patents, and litigation;

2) outside independent reviews including shareholder representation of executive compensation;

3) compensation freeze (pay and stock options) for Officers;

4) restructuring the BoD, etc.

Starting the process of requesting the corporate by-laws and drafting some shareholder proposals are some actions that might really spur some management changes towards the "shareholder friendly" environment that Ronny and others are advocating.

IMO, while I agree that management has jumped the gun with respect to executive compensation and incentive stock options, it seems to me that many of concerns that have been expressed about management not responding to PR opportunities, not communicating license details, not explaining licensee disputes and claims etc. are mostly a direct result of the Ericy litigation.

If the Ericy litigation is not resolved this year, then perhaps some shareholder proposals to restructure management might be widely supported next year. Shareholders, including institutions are concerned about governance and they do vote their shares accordingly e.g. the 2M additional incentive stock option plan passed by only 66% last year as I recall which tells me there certainly was broad concern about it but not enough concern then to defeat it.

I believe in the potential of this company and that if the Ericy litigation is not resolved this year then shareholders may well take action to improve governance i.e. management changes and BoD restrcuturing. Meanwhile, we can certainly propose some limitations e.g. executive compensation freeze (which might be prudent anyway) and restructure the compensation committee as near term shareholder proposals. At least, starting the process for some shareholder proposals would certainly "get management's attention".

Best regards,
Corp_Buyer