DAYTON, Ohio - Standard Register held a special meeting of shareholders on October 24, 2013 at which all proposals on the agenda were approved. Following the meeting, the Company's board of directors appointed two new directors.
The special meeting of shareholders was convened in relation to the Company's acquisition of WorkflowOne onAugust 1, 2013. Shareholders approved proposals that:
- Authorize the issuance of up to 2,645,952 shares of common stock upon exercise of warrants issued in connection with the acquisition,
- Amend the code of regulations to authorize the board of directors to increase the number of directors from seven to nine and fill any director's office created by the increase,
- Amend the code of regulations to opt out of Section 1701.831 of the Ohio Revised Code, and
- Adjourn the special meeting to solicit additional proxies if needed to approve the other proposals.
All proposals were approved with more than 99 percent of shareholder votes.
Following the special meeting, the Company's board of directors increased the number of directors from seven to nine and appointed two new directors, Anthony J. DiNello and Robert A. Peiser, each to serve until the 2014 annual meeting of shareholders.
"We are delighted that Anthony and Robert are joining our board," said F. David Clarke, III, chairman of Standard Register. "Their perspectives and insights from leadership experience with a broad range of companies and organizations will be of great value in assisting the company with its transformation. They will be important contributors to the board and the company."
Anthony J. DiNello joined Silver Point Capital in January 2006, where he serves as an investment professional. He currently serves as a director of Granite Broadcasting, Inc. and Nautic Global Group, Inc. and is a member of the Supervisory Board of Novasep Holdings, S.A.S. Prior to joining Silver Point, Mr. DiNello worked in the Global Industrials & Services Group of Credit Suisse First Boston. He is a graduate of the Stephen M. Ross School of Business at the University of Michigan.
Robert A. Peiser is a former chief executive officer of both public and private companies with broad board of directors and management experience in many domestic and international industries including food and beverage, transportation, technology, power supply, retailing, distribution and manufacturing. He currently serves as chairman of two public companies: USA Truck, Inc. and Primary Energy Recycling Corp. He is president of the board of the Houston Symphony and on the boards of a number of non-profit organizations, including theLeague of American Symphony Orchestras and the Houston Area Women's Center. He is a member of theNational Association of Corporate Directors and served as past chair of the Texas Tri-cities Chapter. He received a bachelor's degree in economics from the University of Pennsylvania and an MBA from Harvard University.