Palm Beach Gardens, Florida--(Newsfile Corp. - July 23, 2025) - ("SPAR") held its 2024 Annual Shareholders' Meeting on June 12, 2025 (the "Shareholder Meeting"), for the purposes, among other actions, to vote upon the election of certain nominees to the SPAR Board of Directors (the "Board"). Of the 7 nominees presented for election to the SPAR Board, 3 such nominees then-serving as SPAR directors were not reelected.
A group of large SPAR shareholders led by Robert G. Brown, has announced that they are demanding the two directors from the Board who were not re-elected at the Shareholder Meeting abide by the Bylaws (as defined below).
The SPAR Amended and Restated Bylaws, as amended through January 25, 2022 (the "Bylaws"), in Section 3.11 (Director Re-election) state the following:
A person shall not be qualified for election or re-election as a director unless he or she tenders, before his or her election or re-election, a written irrevocable letter of resignation and retirement (which shall constitute an irrevocable resignation for purposes of DGCL Section 141 (b)), pursuant to which the departing director shall be deemed to have retired for all purposes (including all plans and other benefits) which letter shall be effective as and when, and effective upon, such person failing to be re-elected by the required majority vote at any future meeting of stockholders at which such person is subject to re-election.
SPAR reported the results of the Shareholder Meeting with respect to the shareholder voting for director nominees Ms. Houston and Messrs. Bode and Matacunas as follows:(1)
| Linda Houston | For: 8,041,083 | Against: 9,714,561 |
| John Bode | For: 8,023,093 | Against: 9,747,031 |
| Mikhael R. Matacunas | For: 7,282,163 | Against: 10,473,481 |
In accordance with the SPAR Bylaws, Ms. Houston and Mr. Bode should have resigned effective immediately following the Shareholder Meeting. On July 11, 2025, Mr. Brown and the group of shareholders notified SPAR, through SPAR's legal counsel, Foley and Lardner, LLP, that Linda Houston and John Bode should have resigned.
Linda Houston and John Bode have not resigned as directors of SPAR as of July 22, 2025.
The group of SPAR shareholders has advised the Board to ensure that the shareholders' decisions not to reelect Linda Houston and John Bode are honored and respected, consistent with the Bylaws of SPAR and the Board's fiduciary duties to all SPAR shareholders. The group of SPAR shareholders again urges the Board to comply with the SPAR Bylaws and Delaware General Corporation Law in respect of implementing the immediate removals of Ms. Houston and Mr. Bode from the Board, retroactively effective to June 12, 2025.
(1) SPAR Group, Inc., Current Report on Form 8-K, dated June 18, 2025. The table of voting results omits certain information from the source document which is not relevant to the demand for the resignations of Ms. Houston and Mr. Bode.
IMPORTANT NOTICES:
THE FOREGOING INFORMATION MAY BE DISSEMINATED TO THE PUBLIC AND COMPANY SHAREHOLDERS VIA TELEPHONE, U.S. MAIL, E-MAIL, CERTAIN WEBSITES AND CERTAIN SOCIAL MEDIA VENUES, IN ADDITION TO THIS PRESS RELEASE. THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS A RESEARCH REPORT OR INVESTMENT ADVICE.
Disclaimers
The views expressed herein are those of Mr. Brown and certain shareholders of SPAR, as of the date referenced and are subject to change at any time based on market or other conditions. These views are not intended to be a forecast of future events or a guarantee of future results. These views may not be relied upon as investment advice. The information provided in this material should not be considered a recommendation to buy or sell any of the securities mentioned. It should not be assumed that investments in such securities have been or will be profitable. This document is rendered solely for informational purposes.
For questions regarding the matters set forth above, please contact Robert Brown via email at rbrown6@msn.com.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/259792
SOURCE: Robert G. Brown
