Bsquare Corporation (NASDAQ:BSQR) (the “Company”) announced today that it entered into a Cooperation Agreement (the “Agreement”) with Richard (“Dick”) Karp, a large shareholder. Pursuant to the Agreement the Company agreed to present a plan to declassify the board of directors to shareholders at the 2023 annual meeting of shareholders, tentatively planned for June 2023. The plan will seek to eliminate board classes in a phased manner over 3 years resulting in one year terms for all directors. The plan is not being presented at, and has no effect on, the annual meeting of shareholders scheduled to occur on November 29, 2022 (the “2022 Annual Meeting”).
In addition to the declassification plans, as a part of this Agreement, Mr. Karp has withdrawn his director nominees for the 2022 Annual Meeting.
“De-classification of the board will bring us in line with governance best practices,” said Ralph C Derrickson, President and CEO of Bsquare. “I appreciate Dick pressing this important shareholder issue and am optimistic our plan to de-classify will succeed where prior efforts failed to get sufficient shareholder support,” added Derrickson.
