RiskMetrics Group Recommends That Tier Technologies Shareholders Reject Discovery Group’s Dissident Nominees
March 03 2009 - 5:47PM
Business Wire
Tier Technologies, Inc. (NASDAQ:TIER) today announced that
RiskMetrics Group, one of the nation�s leading proxy advisory
services, has recommended that shareholders NOT support the
nominees put forward by dissident shareholder Discovery Group at
the Company�s annual meeting of shareholders on March 11, 2009.
RiskMetrics (formerly Institutional Shareholder Services Inc.,
or ISS) met with representatives of both the Company and the
dissident shareholder Discovery Group. After hearing all the
arguments advanced by both parties, RiskMetrics concluded that,
since the appointment of Ronald Rossetti as CEO in March 2006, Tier
has outperformed its peers in terms of total shareholder return
(�TSR�) and has brought its ratio of SG&A to revenue into line
with the peer group. RiskMetrics stated, �Based on Tier�s TSR and
operating cost metrics, we do not believe that dissidents have made
a valid case for change at the board level.� RiskMetrics
recommended that shareholders vote on the Company�s GOLD proxy card
FOR the election of Charles W. Berger, John J. Delucca, Philip G.
Heasley, David A. Poe, and Ronald L. Rossetti, and that
shareholders withhold from Morgan P. Guenther and Samuel Cabot III.
In endorsing these nominees, RiskMetrics recommended that
shareholders DO NOT VOTE on the WHITE proxy card sent by Discovery
Group.
Ronald L. Rossetti, Tier�s CEO, said, �We are extremely pleased
that RiskMetrics, the country�s leading independent proxy advisory
firm, has recognized the strengths of our board nominees, who have
the experience and understanding of our business to continue
building shareholder value. Under the guidance of our current Board
nominees, the Company implemented a restructuring plan that has
protected stockholder value and positioned the Company well to
capitalize on the large and growing electronic payments opportunity
in future years.�
�RiskMetrics agreed that Tier has outperformed various peer
groups since my appointment as CEO. In addition, they shared the
Board�s view that the dissidents have not made a valid case for
change at the board level. We believe the most effective way to
continue this progress is to elect the entire Tier Board slate. We
also have demonstrated we believe in shareholder representation and
have left two board seats vacant for shareholder nominees, which is
proportional to the dissidents� combined ownership,� concluded Mr.
Rossetti.
The Company urges all shareholders to vote FOR all of the
Company�s nominees by voting the GOLD proxy card today. For
more information and voting instructions, Tier shareholders should
call the Company�s proxy solicitor, Laurel Hill Advisory Group,
toll-free at (888)�742-1305.
About Tier Technologies, Inc.
Tier Technologies, Inc. provides federal, state and local
government and other public sector clients with electronic payments
solutions and other transaction processing services. Headquartered
in Reston, Virginia, Tier Technologies serves over 3,300 electronic
payments clients throughout the United States, including federal,
state, and local governments, educational institutions, utilities
and commercial clients. Through its subsidiary, Official Payments
Corp., Tier delivers payments solutions for a wide range of
markets. For more information, see www.tier.com and www.officialpayments.com.
Statements made in this press release that are not historical
facts are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Tier undertakes no obligation to update any such
forward-looking statements. Each of these statements is made as of
the date hereof based only on current information and expectations
that are inherently subject to change and involve a number of risks
and uncertainties. Actual events or results may differ materially
from those projected in any of such statements due to various
factors, including, but not limited to: the impact of governmental
investigations; the potential loss of funding by clients, including
due to government budget shortfalls or revisions to mandated
statutes; the timing, initiation, completion, renewal, extension or
early termination of client projects; the Company�s ability to
realize revenues from its business development opportunities; the
timing and completion of the divestment of the Company�s non-core
assets; and unanticipated claims as a result of project
performance, including due to the failure of software providers or
subcontractors to satisfactorily complete engagements. For a
discussion of these and other factors which may cause our actual
events or results to differ from those projected, please refer to
the Company�s annual report on Form 10-K for the fiscal year ended
September 30, 2008, as amended on January 28, 2009, filed with the
SEC.
Important Information
Tier Technologies, Inc. has filed with the SEC and furnished to
its stockholders a Definitive Proxy Statement in connection with
its 2009 Annual Meeting, and advises its security holders to read
the Proxy Statement because it contains important information.
Security holders may obtain a free copy of the Proxy Statement and
other documents (when available) that Tier files with the SEC at
the SEC�s website at www.sec.gov. The Proxy Statement and
these other documents may also be obtained for free from Tier by
directing a request to Tier Technologies, Inc., Attn: Corporate
Secretary, Keith Omsberg, 10780 Parkridge Blvd., 4th Floor, Reston,
VA 20191.
Certain Information Concerning Participants
Tier, its directors and named executive officers may be deemed
to be participants in the solicitation of Tier�s security holders
in connection with its 2009 Annual Meeting. Security holders may
obtain information regarding the names, affiliations and interests
of such individuals in Tier�s Annual Report on Form 10-K for the
year ended September 30, 2008, as amended on January 28, 2009, and
its Definitive Proxy Statement for the 2009 Annual Meeting, each of
which is on file with the SEC. To the extent there have been
changes in Tier�s directors and executive officers, such changes
have been or will be reported on Current Reports on Form 8-K filed
with the SEC. To the extent holdings of Tier securities have
changed since the amounts printed in the Definitive Proxy
Statement, such changes have been or will be reflected on
Statements of Change in Beneficial Ownership on Form 4 or Form 5
filed with the SEC.
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