Welcome!

News Feed Item

Shareholders of Synacor Again Demand Special Meeting, Offer to Pay the Meeting Costs

RANDOLPH, Mass. and AMSTERDAM, Aug. 18, 2014 /PRNewswire/ -- JEC Capital Partners and Ratio Capital Partners, who together own approximately 10% of the common stock of Synacor, Inc. (the "Company" or "Synacor") issued an open letter to the Board of Directors.  The full text of the letter is as follows:

Dear Board of Directors:

Board change at Synacor is so urgently needed that we are willing to pay the costs of a Special Meeting so shareholders can effectuate the removal of Chairman Jordan Levy and Director Andrew Kau. Mr. Levy and Mr. Kau have each served 13 years on the Synacor Board and shareholders have seen and endured enough. We could fill pages listing specific failures under their leadership, but we need not look any further than these recent events to find clear evidence of the need for change:

  • In April of 2013, the Board disclosed that it increased equity compensation for each Director who is re-elected to the Board from an annual grant of 5,000 options to a grant of up to 30,000 shares and up to 15,000 options.   There is no valid basis for the Board to have raised its compensation by 500%.  As of today, the Company's stock price is down 60% from its IPO price.  Shareholders have less value while the Board pays itself more;
  • The Board's initial response to our interest in Synacor was to launch a misleading press release campaign that included 'highlighting' previously announced customer wins and announcing 'new executive' hires when in fact those individuals joined the Company half a year prior. After seemingly exhausting ideas for the phony "positive news" campaign, the Board then needlessly wasted valuable cash on a poison pill;
  • While the Board was misleading investors with its phony "positive news" campaign, the Company was having its worst quarter yet; losing one of its largest customers, burning through cash at an incredible rate, and drifting aimlessly without a CEO because the Board had no succession plan in place and then was unable to locate a replacement for the CEO who had resigned 6 months prior; 
  • The Board announced a share repurchase program in March of 2014, only to terminate it during the quarter ended in June 2014 after utilizing just 10% of the funds authorized to repurchase shares. We see this as further evidence of mismanagement and failed leadership by Chairman Levy and his fellow Board members;
  • Finally, we were astonished that Himesh Bhise, who joined Synacor as CEO earlier this month, recently announced the beginning of a 45-day period during which he will attempt to develop a strategy for the Company.   In doing so, Mr. Bhise confirmed our repeated assertion that the Board had no strategy to turn Synacor around.  This is contrary to Chairman Levy's repeated assertions that the Board did indeed have a strategy.

Synacor is incurring operating losses, burning through its cash, and its core business is declining by every metric. Statements about exciting new products and potential customer interest are not going to turn the Company around.

The Synacor Board needs a change. The Company cannot survive another 6 months under the leadership of this failing Board. When we initially urged the Board to call a Special Meeting for the purpose of letting shareholders vote on Board changes, we fully expected the Board to listen to its shareholders and take action. Instead, the Board ignored shareholders and provided further confirmation that under the leadership of Mr. Levy, the Board's sole interest is self-preservation rather than doing its job of maximizing shareholder value.

We are so confident that an overwhelming number of Synacor shareholders are in support of changes to the Board that we will pay the costs of the Special Meeting.

If the Board is confident in the results of a shareholder vote, it should not be afraid to call a Special Meeting of Shareholders at our expense. 

We look forward to the Board finally doing right by the Company's shareholders and promptly calling a Special Meeting of Shareholders.

Sincerely,

Michael Torok                                                           Bart Kool
JEC Capital Partners                                                 Ratio Capital Management

SOURCE JEC Capital Partners

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
"We are a monitoring company. We work with Salesforce, BBC, and quite a few other big logos. We basically provide monitoring for them, structure for their cloud services and we fit into the DevOps world" explained David Gildeh, Co-founder and CEO of Outlyer, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
The current age of digital transformation means that IT organizations must adapt their toolset to cover all digital experiences, beyond just the end users’. Today’s businesses can no longer focus solely on the digital interactions they manage with employees or customers; they must now contend with non-traditional factors. Whether it's the power of brand to make or break a company, the need to monitor across all locations 24/7, or the ability to proactively resolve issues, companies must adapt to...
Cloud applications are seeing a deluge of requests to support the exploding advanced analytics market. “Open analytics” is the emerging strategy to deliver that data through an open data access layer, in the cloud, to be directly consumed by external analytics tools and popular programming languages. An increasing number of data engineers and data scientists use a variety of platforms and advanced analytics languages such as SAS, R, Python and Java, as well as frameworks such as Hadoop and Spark...
Cloud promises the agility required by today’s digital businesses. As organizations adopt cloud based infrastructures and services, their IT resources become increasingly dynamic and hybrid in nature. Managing these require modern IT operations and tools. In his session at 20th Cloud Expo, Raj Sundaram, Senior Principal Product Manager at CA Technologies, will discuss how to modernize your IT operations in order to proactively manage your hybrid cloud and IT environments. He will be sharing bes...
Join us at Cloud Expo June 6-8 to find out how to securely connect your cloud app to any cloud or on-premises data source – without complex firewall changes. More users are demanding access to on-premises data from their cloud applications. It’s no longer a “nice-to-have” but an important differentiator that drives competitive advantages. It’s the new “must have” in the hybrid era. Users want capabilities that give them a unified view of the data to get closer to customers and grow business. The...
Automation is enabling enterprises to design, deploy, and manage more complex, hybrid cloud environments. Yet the people who manage these environments must be trained in and understanding these environments better than ever before. A new era of analytics and cognitive computing is adding intelligence, but also more complexity, to these cloud environments. How smart is your cloud? How smart should it be? In this power panel at 20th Cloud Expo, moderated by Conference Chair Roger Strukhoff, paneli...
Artificial intelligence, machine learning, neural networks. We’re in the midst of a wave of excitement around AI such as hasn’t been seen for a few decades. But those previous periods of inflated expectations led to troughs of disappointment. Will this time be different? Most likely. Applications of AI such as predictive analytics are already decreasing costs and improving reliability of industrial machinery. Furthermore, the funding and research going into AI now comes from a wide range of com...
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
"When we talk about cloud without compromise what we're talking about is that when people think about 'I need the flexibility of the cloud' - it's the ability to create applications and run them in a cloud environment that's far more flexible,” explained Matthew Finnie, CTO of Interoute, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Internet of @ThingsExpo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devic...
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business...
SYS-CON Events announced today that GrapeUp, the leading provider of rapid product development at the speed of business, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Grape Up is a software company, specialized in cloud native application development and professional services related to Cloud Foundry PaaS. With five expert teams that operate in various sectors of the market acr...
SYS-CON Events announced today that Ayehu will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on October 31 - November 2, 2017 at the Santa Clara Convention Center in Santa Clara California. Ayehu provides IT Process Automation & Orchestration solutions for IT and Security professionals to identify and resolve critical incidents and enable rapid containment, eradication, and recovery from cyber security breaches. Ayehu provides customers greater control over IT infras...
What's the role of an IT self-service portal when you get to continuous delivery and Infrastructure as Code? This general session showed how to create the continuous delivery culture and eight accelerators for leading the change. Don Demcsak is a DevOps and Cloud Native Modernization Principal for Dell EMC based out of New Jersey. He is a former, long time, Microsoft Most Valuable Professional, specializing in building and architecting Application Delivery Pipelines for hybrid legacy, and cloud ...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.