Costar Technologies, Inc. Announces Adoption of Corporate Governance Measures
08 Maio 2013 - 8:43PM
OTC Markets
FOR IMMEDIATE
RELEASE
CONTACT: Scott
Switzer
May 8, 2013
Chief
Financial Officer
Costar Technologies,
Inc.
(469)
635-6800
Costar Technologies Announces
Adoption of Corporate Governance
Measures
Coppell, Texas – May 8, 2013 -
Costar Technologies, Inc. (the “Company”) (OTC Markets Group:
CSTI), announced today that its Board of Directors has adopted two
measures designed to strengthen the Company’s corporate governance.
The first measure amended the
Company's by-laws to adopt a majority vote standard for the
election of directors. The new standard became effective
on May 7, 2013 and will apply to all future elections of directors
by stockholders. Previously, directors were elected
under a plurality vote standard, meaning that candidates receiving
the most votes would win without regard to whether those votes
constituted a majority of the shares voting at a meeting.
Plurality voting still
will apply in contested elections, where the number of nominees for
any election of directors exceeds the number of directors to be
elected. In the event
a candidate for director in an uncontested election does not
receive a majority vote, the Company's by-laws require that person
to submit his or her resignation to the Board of Directors.
In such event, the
Nominating and Corporate Governance Committee of the Board of
Directors will make a recommendation to the Board of Directors on
whether to accept or reject the resignation, or
whether other action should be taken. The Board of Directors is required
to act on the Committee’s recommendations and publicly disclose its
decision and the rationale behind it within 90 days from the date
of the certification of the election results.
The second measure adopted a stock
ownership guideline policy for the Company’s directors and members
of senior management. The policy provides that each
person subject to the policy must own shares of common stock of the
Company meeting certain minimum value thresholds established by the
Nominating and Corporate Governance Committee. Each person subject to the policy
has five years to meet the stock ownership
thresholds.
"Adopting a majority vote standard
and establishing minimum stock ownership guidelines demonstrate the
Board’s continued commitment to sound corporate governance, which
we believe is fundamental to creating long-term value for our
stockholders," stated Jared L. Landaw, Chair of the Nominating and
Corporate Governance Committee. Rory J. Cowan, the Chairman of
the Board, added “These measures build upon prior actions taken by
the Board to enhance Costar’s corporate governance – such as the
removal of the classification of the board of directors – and
reaffirm our commitment to ensuring that our Board and management
team align their interests with, and remain accountable to, our
stockholders.”
The full
text of the Company’s amended bylaws and stock ownership
guidelines policy is available
within the Corporate Governance section of the Company's Investor
Relations webpage at
http://www.costartechnologies.com.
About Costar Technologies,
Inc.
Costar Technologies, Inc. develops,
designs and distributes a range of security solution products
including surveillance cameras, lenses, digital video recorders and
high-speed domes. The Company also develops, designs and
distributes industrial vision products to observe repetitive
production and assembly lines, thereby increasing efficiency by
detecting faults in the production process. Headquartered in
Coppell, Texas, the Company’s shares currently trade on the OTC
Markets Group under the ticker symbol “CSTI”.
Cautionary Statement Regarding
Forward Looking Statements
This press release contains
forward-looking statements that involve risks and uncertainties, as
well as assumptions, that if they never materialize or prove
incorrect, could cause the results of the Company to differ
materially from those expressed or implied by such forward-looking
statements. Forward-looking statements generally are identified by
the words “expects,” “anticipates,” “believes,” “intends,”
“estimates,” “should,” “would,” “strategy,” “plan” and similar
expressions. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements. The risks, uncertainties and assumptions include
developments in the marketplace for our products, competition,
related products and services and general economic conditions, as
well as other risks and uncertainties. Accordingly, we cannot give
assurance that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on the results of operations or financial
condition of the Company.
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