Largest shareholder of Integral Systems complains to board

August 19, 2010|By Gus G. Sentementes, The Baltimore Sun

The largest shareholder of Columbia-based Integral Systems Inc. on Thursday complained to the company's board of directors about recent governance changes that "disenfranchise the company's stockholders," according to a letter filed with the Securities and Exchange Commission.

In a letter to the board, Vintage Capital Management criticized the company for adopting certain governance changes this month, such as staggering board member terms based on seniority; requiring a majority of stockholders, as opposed to 25 percent, to call for a special meeting; and granting the board the sole power to fill vacancies. Vintage owns 9.9 percent of Integral Systems.

Last year, the SEC filed a complaint against three former Integral Systems executives for failing to disclose an executive's criminal securities fraud conviction to shareholders.

Integral Systems, which provides satellite ground systems to government and commercial satellite operators, publicly trades on the Nasdaq stock exchange. In its last quarter, which ended June 25, the company reported a loss of $3.8 million on revenues of $44.4 million.

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