20.05.2008 12:28:00
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All Four Independent Proxy Advisors Unanimous in Endorsing ALL Current SM&A Directors
SM&A (NASDAQ:WINS) announced today that Dwight L. Hanger, in a letter to
stockholders, reiterated the need for stockholders to vote their WHITE
proxy cards today in advance of the company’s
annual meeting on Friday, May 23, so current directors and management
can continue executing the company’s strategic
plan to enhance stockholder value.
SM&A also noted that Egan-Jones Proxy Services became the final proxy
advisor to recommend that stockholders re-elect ALL nine current SM&A
directors, stating in its conclusion: "We
believe that the management slate of directors deserves our support.”
Egan-Jones follows RiskMetrics (ISS), Glass Lewis, and PROXY Governance
in supporting SM&A’s current directors,
thereby rejecting the dissident slate headed by former CEO Steven Myers.
"We are very pleased that all four independent
proxy advisors have now weighed in, and that they are unanimous in
recommending that stockholders re-elect all nine of our current
directors,” Mr. Hanger said. "We
appreciate their recognition of our efforts to turn SM&A away from its
past, and toward a future of enhanced stockholder value.”
The following is the complete text of Mr. Hanger’s
letter to stockholders:
May 19, 2008
To our SM&A stockholders:
With our annual meeting approaching Friday, I wanted to take one last
opportunity to remind you how important it is for the future of your
company that you vote your shares using the WHITE proxy card so your
directors and management team can continue executing on our strategic
plan to enhance shareholder value.
During these recent weeks, your management team and board members have
met or talked personally with many of you. We appreciate you all taking
the time from your busy schedules to discuss with us our strategic plan
for the future as well as the reasons why electing members of the Myers
slate would be disruptive and damaging to our company. I want to
personally thank all of you not only for being generous with your time,
but more importantly for your passion toward our company. We share a
mutual desire to continue turning SM&A away from its past and toward a
future of enhanced share-holder value.
As you know, Myers brought to this proxy contest a lengthy menu of empty
promises and quick fixes. All of the major proxy advisory firms spent
considerable time and effort attempting to answer two questions: Is a
change in our board needed, and, if so, are any of the four Myers
nominees the right choice as candidates?
RiskMetrics (ISS), Glass Lewis, and PROXY Governance spent countless
hours listening to and analyzing the Myers’
arguments, as well as assessing the qualifications of Myers and his
three associates in comparison to those of your current board members
and the strategic plan we have put forth and begun to execute on.
They were UNANIMOUS in their conclusions that ALL nine members of our
current board be re-elected and that NONE of the Myers nominees receive
a seat on your board. All REJECTED the Myers slate and endorsed ALL of
your board members.
You may also have seen within the past week an unsolicited letter from
some of our top managers expressing their "unqualified
support” for your directors and for the
management team led by President and CEO Cathy McCarthy. These are the
employees who serve each day on the front lines generating business,
interacting with customers and producing the record revenue results we
have been achieving. They are the heart and soul of our company. Many of
them worked at SM&A when Myers was CEO, and have told us that it would
be a mistake for the company to return to its past by putting him in
charge. They have also voiced a concern to us over the lack of
receptivity for Myers among the company’s
customer community.
Likewise, two of our most valuable assets—Cathy
McCarthy and retired General Peter Pace—have
also expressed to me in no uncertain terms that they will not work for a
company in which Steven Myers exerts influence or control. A year ago at
this time, General Pace was the nation’s
highest ranking military officer, serving as chairman of the Joint
Chiefs of Staff as part of a long, distinguished career of service to
our nation. When he agreed to join us upon his retirement, he made it
clear that the reason he chose SM&A was because of the quality of your
board, the first-rate management team that took over last year and a
sharply focused strategic plan that he can help us execute using his
extraordinary depth of knowledge and contacts. We accordingly refined
our strategic plan with a pivotal role for General Pace as President and
CEO of SM&A Strategic Advisors. As he has told many of you directly, he
will not be willing to stay on if Myers were to return or successfully
place his slate of directors on the board.
We would hate to lose any of these managers and executives who are such
valuable contributors to the new SM&A that is emerging from its past.
But if there is a change in the composition of our board, it will
trigger another round of management and board change at a time when your
company is finally beginning to distance itself from its tumultuous past.
We have stood firm since this proxy contest first started in our belief
that our road to the future should not involve a detour into our past.
In talking to many of you these past weeks, it is clear you agree and
recognize that this company does not need an individual who already had
his chance and failed to deliver. What it does need is a partnership
made up of stockholders, directors, managers and our employees who
together are doing the kind of daily hard work that produces revenue,
earnings, and, ultimately, increased shareholder value.
On behalf of the full board, thank you for your continued support.
Dwight L. Hanger
Chairman
We urge you to Vote your White Proxy Card today to re-elect your current Board and empower them to continue to guide SM&A to future success.
The Stockholder meeting will be on Friday, May 23, 2008 with
stockholders of record as of April 9, 2008 eligible to vote.
If you have any questions or need assistance in voting, contact
MacKenzie Partners, Inc.
Toll-Free: (800) 322-2885
winsproxy@mackenziepartners.com
Please discard and do not sign any Gold proxy cards sent to you by Myers.
About SM&A
SM&A is the world’s foremost management
consulting firm providing leadership and mentoring solutions to PLAN for
business capture, WIN competitive procurements and profitably PERFORM on
the projects and programs won. Our proven processes, people and tools
have delivered significant top-line and bottom-line growth across
markets, products and services. From the largest aerospace and defense
contractors, through the major software providers, to healthcare and
financial/audit service providers, SM&A is the partner many companies
turn to WHEN THEY MUST WIN.
All stockholders of SM&A are advised to read the definitive proxy
statement and other documents related to the solicitation of proxies by
SM&A for use at the 2008 annual meeting of stockholders of SM&A. They
contain important information regarding the election of directors and
other matters. The definitive proxy statement and form of proxy have
been mailed to stockholders of record of SM&A along with other relevant
documents. They are available at no charge on the SEC’s
website at http://www.sec.gov In
addition, SM&A will provide copies of the definitive proxy statement
without charge upon request.
Some statements made in this news release refer to future actions,
strategies, or results that involve a number of risks and uncertainties.
Any number of factors could cause actual results to differ materially
from expectations, including a shift in demand for SM&A’s
Competition Management and Program services; fluctuations in the size,
timing, and duration of client engagements; delays, cancellations, or
shifts in emphasis for competitive procurement activities; declines in
future defense, information technology, homeland security, new systems,
and research and development expenditures, and other risk factors listed
in SM&A’s SEC reports, including the
report on Form 10-K for the year ended December 31, 2007. Actual results
may differ materially from those expressed or implied. The company does
not undertake any duty to update forward-looking statements.
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