Replies to post #277317 on InterDigital Inc (IDCC)

[jai]

I have been searching for Corp_Buyers declassification proposal. It is unbeleivable how 6 years later the same is true.

Posted by: Corp_Buyer Date: Tuesday, September 02, 2003 7:05:45 PM
In reply to: F6 who wrote msg# 42628 Post # of 277318

F6- My actual positions on the issues you mentioned are not as you assumed - they are as follows:

* I am in favor of repealing the classified board to make all the directors accountable to shareholders every year. Incidentally, proxy votes at other companies to repeal classified BoD structures similar to IDCC are achieving up to 85% of the votes in favor of repeal, so institutions are strongly in favor of repealing classified boards to improve corporate governance and shareholder alignment. This issue has nothing to do with my positions on hostile takeover defenses.

* Regarding hostile takeover defenses, I am in favor of keeping the poison pill, simply because our stock price is currently so far undervalued, IMO.

* IMO, IDCC is just NOT a candidate for ANY hostile takeover due to regulatory and a host of other reasons. Specifically, Qcom cannot, IMO, buy IDCC no matter how attractive that idea may seem to some folks. I give the Qcom scenario absolutely NO WEIGHT in my thinking about IDCC;

* I am opposed to selling the company in the foreseeable future. Instead, I am strongly in favor of IDCC starting to bring in the cash by the wheel barrel full in the near future and management driving the share price, not increasing the number of shares they control via ISO options.

* I will seriously consider voting some directors off the Board. Specifically, I think the company may have outgrown Harry.

* I have no specific replacements in mind for any directors that are voted off the Board.

* IMO, the root cause of our governance issues at IDCC have to do with top management at the BoD level and executive compensation incentives, so I am in favor of some changes at the BoD level, specifically repealing the classified board structure, changing the Chairman, and thereby reforming the Compensation Committee.

I hope this helps you understand my true positions on these important matters.

Regards,
Corp_Buyer