14.03.2016 19:13:01
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DGAP-Kapitalmarktinformation: ROFIN-SINAR Technologies Inc.
DGAP-CMS: ROFIN-SINAR Technologies Inc.: Release according to Article 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
Rofin-Sinar Technologies Inc. (the 'Company') welcomes the input of stockholders and is committed to establishing the most appropriate governance structure to support the creation of long-term stockholder value. The Company's board of directors (the 'Board') regularly reviews the Company's corporate governance structure and, following discussions with the Company's stockholders, the Board has taken a number of important steps to enhance our governance. These steps include implementing a majority voting standard and director resignation policy in uncontested elections of directors and conducting advisory votes on declassification of the Board and elimination of the supermajority vote requirement at this year's annual meeting of stockholders.
The decision to conduct advisory votes on declassification of the Board and elimination of the supermajority vote requirement, without including a recommendation from the Board, was to ensure we received clear stockholder feedback, uninfluenced by the Board. Following the publication of our proxy statement and after discussions with many of our stockholders, the Board recognizes that there is currently a strong desire among many of our stockholders for accelerated change in governance practices. The Board is committed to being responsive to our stockholders.
As a result, on March 14, 2016, the Board determined that it will present the following four corporate governance proposals for a binding vote at the Company's annual meeting of stockholders to be held in 2017 and will recommend that stockholders vote for adoption of these proposals:
- declassify the Board, such that each director will be elected to a one-year term rather than the staggered three-year terms currently provided in the Certificate of Incorporation;
- eliminate supermajority voting requirements in the Company's Certificate of Incorporation and By-laws;
- permit stockholder action by written consent; and
- give holders of not less than 25% of the Company's common stock the right to call a special meeting of stockholders.
The proposals including the proposed amendments to the Company's Certificate of Incorporation and By-laws will be described in more detail in proxy materials to be furnished to stockholders in connection the Company's annual meeting of stockholders to be held in 2017.
14.03.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
--------------------------------------------------------------------------- Language: English Company: Rofin-Sinar Technologies Inc. 40984 Concept Drive MI 48170 Plymouth United States Internet: www.rofin.com End of Announcement DGAP News-Service ---------------------------------------------------------------------------
Rofin-Sinar Technologies Inc. / Third country release according to Article 30e Para. 1, No. 3 of the WpHG [the German Securities Trading Act]
14.03.2016 19:13
Dissemination of a Post-admission Duties announcement according to Article 30e Para. 1 No. 3 WpHG, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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ROFIN-SINAR Technologies Inc. today filed the following information on Form
8-K with the U.S. Securities and Exchange Commission ('SEC'):
Rofin-Sinar Technologies Inc. (the 'Company') welcomes the input of stockholders and is committed to establishing the most appropriate governance structure to support the creation of long-term stockholder value. The Company's board of directors (the 'Board') regularly reviews the Company's corporate governance structure and, following discussions with the Company's stockholders, the Board has taken a number of important steps to enhance our governance. These steps include implementing a majority voting standard and director resignation policy in uncontested elections of directors and conducting advisory votes on declassification of the Board and elimination of the supermajority vote requirement at this year's annual meeting of stockholders.
The decision to conduct advisory votes on declassification of the Board and elimination of the supermajority vote requirement, without including a recommendation from the Board, was to ensure we received clear stockholder feedback, uninfluenced by the Board. Following the publication of our proxy statement and after discussions with many of our stockholders, the Board recognizes that there is currently a strong desire among many of our stockholders for accelerated change in governance practices. The Board is committed to being responsive to our stockholders.
As a result, on March 14, 2016, the Board determined that it will present the following four corporate governance proposals for a binding vote at the Company's annual meeting of stockholders to be held in 2017 and will recommend that stockholders vote for adoption of these proposals:
- declassify the Board, such that each director will be elected to a one-year term rather than the staggered three-year terms currently provided in the Certificate of Incorporation;
- eliminate supermajority voting requirements in the Company's Certificate of Incorporation and By-laws;
- permit stockholder action by written consent; and
- give holders of not less than 25% of the Company's common stock the right to call a special meeting of stockholders.
The proposals including the proposed amendments to the Company's Certificate of Incorporation and By-laws will be described in more detail in proxy materials to be furnished to stockholders in connection the Company's annual meeting of stockholders to be held in 2017.
14.03.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
--------------------------------------------------------------------------- Language: English Company: Rofin-Sinar Technologies Inc. 40984 Concept Drive MI 48170 Plymouth United States Internet: www.rofin.com End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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