RGS Energy (the “Company”) (NASDAQ:RGSE), the nation’s original solar company since 1978, announced today that it has reached an agreement with Iroquois Master Fund Ltd. and certain of its affiliates (collectively, “Iroquois”) pursuant to which Iroquois has agreed to cease soliciting proxies in opposition to, and to support, the Company’s proposals for the 2017 annual meeting of shareholders.
The Company, despite repeated attempts, has to-date not been able to receive a sufficient number of proxy cards from its shareholders to achieve a quorum to hold its 2017 annual meeting of shareholders. As a Nasdaq listed company, the Company is required to hold an annual meeting each year.
As part of the agreement, at the Company’s 2017 annual meeting of shareholders, Iroquois will vote all of its shares in support of the slate of the current directors, the proposal to amend the Company’s 2008 Long-Term Incentive Plan, and the ratification of auditors. Under the terms of the agreement, Iroquois has agreed to abide by certain standstill provisions that prevent it, among other things, from engaging in any shareholder solicitations in opposition to the Company through the date that is 30 days before the expiration of the advance notice period for submission of director nominations for consideration at the Company’s 2022 annual meeting of shareholders. The agreement also contains mutual releases and mutual non-disparagement obligations. The Company is issuing 600,000 shares of its Class A common stock to Iroquois as reimbursement for and in consideration of Iroquois’ expenses incurred in connection with the matters related to the 2017 annual meeting.
The complete agreement between the Company and Iroquois will be filed with the Securities and Exchange Commission in a Current Report on Form 8-K.
RGS Energy and Iroquois Commentary
“Our expectation is that this agreement will permit brokerage firms holding our shareholders’ shares in street name to vote uninstructed shares at the Company’s 2017 annual meeting so that the Company can achieve a quorum. We believe remaining a Nasdaq listed company, curtailing the costs of this matter, and allowing the Company to focus on its growth plans is in the best interests of the Company,” stated Dennis Lacey, CEO of the Company.
Rich Abbe, managing partner of Iroquois, added: “We recognize that since filing our alternative proxy, the Company’s management has improved upon its prospects by continuing to execute the Company’s revenue growth plan and securing the exclusive license for the in-roof solar shingle, POWERHOUSE™.”
