Board special committee urged stockholders to reject Vishal Garg’s written-consent campaign to remove five of eight directors without naming replacements.
Garg’s proposals sought bylaw rollbacks to the August 22, 2023 version, followed by director removals that would leave three directors to fill vacancies.
Consent threshold set at 13,103,411 votes, a majority of voting power as of the August 21, 2026 record date, under Delaware law.
Board said the bylaw proposal would have no effect unless the bylaws are amended before the solicitation ends, which it does not plan.
Company disclosed about $2.1 million in activism-related costs to date, with total spending estimated at about $3.5 million.
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