SEATTLE, Nov. 12, 2018 /PRNewswire/ -- ClearSign
Combustion Corporation (Nasdaq: CLIR) ("ClearSign" or the
"Company"), an emerging leader in industrial combustion
technologies that improve energy and operational efficiencies while
dramatically reducing emissions, commented today on the filing made
by Anthony DiGiandomenico with the
Securities and Exchange Commission of a preliminary solicitation
statement seeking the support of the Company's shareholders in
making a demand that the Company call a special meeting of
shareholders to vote for a the removal of the existing entire board
of directors and to elect a new slate of directors, among other
matters.
"Mr. DiGiandomenico's request is an attempt to bypass our
previously announced succession plans and place unvetted candidates
on the board and in the CEO position. We urge you to reject
his request for support to call a special meeting," said
Rob Hoffman, ClearSign Chairman of
the Board. "The Company has maintained an active dialogue
with him, as we will detail in our upcoming filing with the SEC, as
well as with other shareholders in an effort not only to understand
their concerns, but to resolve shareholder concerns while
simultaneously following best corporate governance practices.
Despite these good faith efforts, however, he wishes to replace
directors without the benefit of a process that ensures that the
Company can consider a broad variety of potential candidates and
take into consideration the skills and experience of the new
CEO."
"On October 1st, we
announced the Company's leadership succession plans which included
my intention to retire from ClearSign, the engagement of a
nationally recognized search firm to assist with the Board's CEO
recruitment efforts and my commitment to ensuring a smooth
transition," said Steve Pirnat,
ClearSign CEO. "Additionally, at that time, director Jeffrey
Ott stepped down from the board to focus on his other
responsibilities and commitments. Rather than rush to find a
replacement, we stated our intention to consider new board members,
with an emphasis on diversity of talents and backgrounds. In
addition, on November 6th
the board voted, in line with best corporate governance practices,
to separate the roles of CEO and Chairman and appointed
Rob Hoffman to serve as Chairman,
effective immediately."
"As I mentioned on our quarterly call, the Board has actively
been vetting and meeting with CEO candidates," said Rob Hoffman. "Additionally, the Board
recognizes the value of refreshing its membership and we are
casting a wide net in searching for new members, including working
with the National Association of Corporate Directors to find
director candidates. Importantly, at a meeting held on
October 30th, the Board considered
the annual compensation paid to non-executive directors and intends
to not only reduce total compensation paid to Board members, but
also change from a cash-based to an all-equity based compensation
structure, so that the interests of the non-executive directors are
more fully aligned with our shareholders. The members of the
Board have also decided to accelerate the scheduling of the
Company's annual meeting to the earliest practical date in order to
introduce the Company's shareholders to the new Board members,"
said Mr. Hoffman.
"We believe a proxy contest to replace our board members will
not yield a slate of directors materially earlier than the
Company's own process, which is currently well underway. But
acting in undo haste may yield a result contrary to the best
interests of all Clearsign shareholders by seating a board that may
not be optimal to lead the Company in the exciting times
ahead. Further, a wholesale turnover in leadership at the
Board and senior management level at this critical commercial
juncture for the Company may create costly, if not fatal setbacks
to the progress made thus far. It should be noted that the Company
has already added two new board members (of five) during the
year."
"We remain committed to a prudent, disciplined, thoughtful,
step-by-step evaluation of new candidates, which takes into
consideration the current transition in corporate leadership as
well as future board leadership needs while maintaining the strong
and very promising internal focus on the Company's pipeline of
commercial opportunities that we seek to convert into revenue for
the Company and the creation of shareholder value for all CLIR
investors. It is this focus, we believe, that will enable us to
deliver significant shareholder value in the future rather than a
costly and disruptive proxy contest which, at most, may slightly
accelerate the board nomination process," concluded Pirnat.
ADDITIONAL INFORMATION
ClearSign Combustion Corporation, its directors and certain of
its executive officers may be deemed to be participants in the
solicitation of the Company's shareholders pursuant to which we ask
our shareholders to revoke any consents provided to Mr.
DiGiandomenico in connection with Mr. DiGiandomenico's demand to
call a special meeting of the Company's shareholders. The Company
intends to file a request revocation statement and GOLD request
revocation card with the U.S. Securities and Exchange Commission
(the "SEC") in connection with any such solicitation. COMPANY
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH REQUEST
REVOCATION STATEMENT AND ACCOMPANYING GOLD REQUEST REVOCATION CARD
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Information regarding the ownership of the Company's
common stock and other securities by our directors and executive
officers is included in their SEC filings on Forms 3, 4, and 5,
which can be found through the Company's website
(www.clearsign.com) in the section "Investor Relations" or through
the SEC's website at www.sec.gov. Information can also be found in
the Company's other SEC filings, including the Company's Annual
Report on Form 10-K. More detailed and updated information
regarding the identity of potential participants and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the Company's request revocation statement and other
materials to be filed with the SEC in connection with Mr.
DiGiandomenico's request solicitation. Shareholders will be able to
obtain the request revocation statement, any amendments or
supplements to the request revocation statement and other documents
filed by the Company with the SEC for no charge at the SEC's
website at www.sec.gov. Copies will also be available at no charge
at the Company's website at www.clearsign.com.
About ClearSign Combustion Corporation
ClearSign Combustion Corporation designs and develops products
and technologies for the purpose of improving key performance
characteristics of combustion systems, including emissions and
operational performance, energy efficiency and overall
cost-effectiveness. Our patented Duplexâ„¢, Duplex Plug & Playâ„¢
and Electrodynamic Combustion Controlâ„¢ platform technologies
enhance the performance of combustion systems in a broad range of
markets, including the energy (upstream oil production and
down-stream refining), commercial/industrial boiler, chemical,
petrochemical, and power industries. For more information, please
visit www.clearsign.com.
Cautionary note on forward-looking statements
All statements in this press release that are not based on
historical fact are "forward-looking statements." You can find many
(but not all) of these statements by looking for words such as
"approximates," "believes," "hopes," "expects," "anticipates,"
"estimates," "projects," "intends," "plans," "would," "should,"
"could," "may," "will" or other similar expressions. While
management has based any forward-looking statements included in
this press release on its current expectations, the information on
which such expectations were based may change. These
forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of risks,
uncertainties and other factors, many of which are outside of our
control, which could cause actual results to materially differ from
such statements. Such risks, uncertainties and other factors
include, but are not limited to, general business and economic
conditions, the performance of management and our employees, our
ability to obtain financing, competition, whether our technology
will be accepted and other factors identified in our Annual Report
on Form 10-K filed with the Securities and Exchange Commission and
available at www.sec.gov and other factors that are to be detailed
in our periodic and current reports available for review at
www.sec.gov. Furthermore, we operate in a competitive environment
where new and unanticipated risks may arise. Accordingly, investors
should not place any reliance on forward-looking statements as a
prediction of actual results. We disclaim any intention to, and
undertake no obligation to, update or revise forward-looking
statements to reflect events or circumstances that subsequently
occur or of which we hereafter become aware.
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SOURCE ClearSign Combustion Corporation