MRV Communications Adds New Independent Director to Board
October 6th, 2009
CHATSWORTH, Calif Oct. 6, 2009
MRV Communications Inc. (Pink Sheets:MRVC) (“MRV” or the “Company”)
announced today that it is adding an additional independent director to
its Board of Directors, increasing the size of the Board from eight to
nine members. The Company's Board unanimously approved the appointment
of Joan E. Herman, Chief Executive Officer and President of Herman and
Associates LLC and former Chief Executive Officer and President of
WellPoint Inc.’s Consumer Business Unit. Ms. Herman's appointment will
become effective upon the filing of MRV’s Form 10-K, which is expected
shortly.
“We are pleased we will be adding an additional independent, experienced
and highly qualified individual to our Board,” said Noam Lotan, Chief
Executive Officer of MRV. “Joan is a respected business leader who will
bring fresh perspectives to our Board. She has a successful track record
and the right combination of executive, financial and operational
expertise that I am confident will help us execute on and further
fine-tune MRV’s growth strategy. All of us at MRV look forward to
working with this experienced executive to create long-term shareholder
value.”
Upon joining the Board, Ms. Herman will become Chairman of the Board’s
Compensation Committee and will serve on the Board’s Nomination and
Governance Committee.
In accordance with MRV’s Bylaws, Ms. Herman, along with the existing
eight board members of MRV, will stand for election at the Company's
2009 Annual Meeting of Stockholders as disclosed in a preliminary proxy
statement filed with the Securities and Exchange Commission (“SEC”) on
October 2, 2009. MRV's 2009 Annual Meeting of Stockholders will be held
on November 11, 2009.
Today’s announcement follows the February 2009 recommendation of the
Special Committee of MRV’s Board of Directors that the Board conduct a
search for three new independent members. Following this recommendation,
the Nomination and Governance Committee of the Board began a search to
identify highly qualified, experienced and independent candidates who
would further strengthen the Board and best serve the interests of MRV’s
stockholders. As previously announced, the Board appointed Michael
Keane, Senior Vice President and Chief Financial Officer of Clipper
Windpower, Inc., to the Board of Directors in July 2009 in connection
with this search process. Mr. Keane has also joined the Audit Committee.
Joan E. Herman
Joan E. Herman, age 56, is President and Chief Executive Officer of
Herman and Associates, LLC, a healthcare and management consulting firm.
Prior to that, Ms. Herman served in a variety of positions at WellPoint,
Inc., a premier health benefits organization with $60 billion in
revenue, from 1998 to 2008. From 2007 to 2008 she was President and CEO
of WellPoint’s Consumer Business Unit, where she oversaw the management
of 5.9 million medical members and $18 billion in revenue. From 1982 to
1998, Ms. Herman served in a variety of roles at Phoenix Life Insurance
Company, a $2.5 billion provider of life insurance, annuities and
investment products. She last served as Senior Vice President of
Strategic Development, where she was responsible for mergers and
acquisitions, joint ventures and startups.
Ms. Herman currently serves on the Strategic Advisory Boards of both
Bayer Medical Care and Vital Data Technology, and previously served as a
director at MCS HMO, a managed health care company in Puerto Rico from
2000 to 2008, as a director and Chair of the Audit Committee of Medix
Resources from 2000 to 2003, and as a director of Health Insurance
Association of America from 2001 to 2003.
Ms. Herman holds a bachelor of arts in mathematics from Barnard College,
a master’s degree in mathematics from Yale University and a master of
business administration from Western New England College.
About MRV Communications, Inc.
MRV Communications, Inc. is a leading networking company with a full
line of packet-optical transport (POTS), carrier Ethernet, 40G and
out-of-band networking equipment, services and optical components for
high-speed carrier and enterprise networks and specialized aerospace,
defense and other communications networks. MRV’s network equipment
business provides equipment for commercial customers, governments and
telecommunications service providers. MRV markets and sells its products
worldwide, with operations in Europe that provide network system design,
integration and distribution. The Company’s optical components business,
which provides optical communications components for access and
fiber-to-the-premises applications, operates under the Source Photonics
brand. For more information about MRV and its products, please call
(818) 773-0900 or visit www.mrv.com
and www.sourcephotonics.com.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect
of the matters to be considered at the 2009 Annual Meeting of
Stockholders. MRV filed a preliminary proxy statement on October 2,
2009, and will be filing a definitive proxy statement with the SEC
shortly. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and securityholders will be able to
receive the proxy statement and other relevant documents free of charge
at the SEC’s web site, www.sec.gov,
at MRV’s website at http://sec.mrv.com,
or from MRV Investor Relations at 20415 Nordhoff Street, Chatsworth,
California 91311.
Participants in Solicitation
MRV and its directors and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the matters to be considered at
the 2009 annual Meeting of Stockholders. Information regarding the
interests of MRV’s directors and executive officers in the proxy contest
will be included in MRV’s proxy statement and annual report on Form 10-K
for the year ended December 31, 2008.
Forward-Looking Statements
This press release contains forward-looking statements about MRV, which
involve risks and uncertainties. These statements are based on
management’s current plans, expectations, estimates, forecasts and
projections about MRV and its consolidated businesses and the respective
market segments in which MRV’s businesses operate, in addition to
management’s assumptions.
The statements in this press release regarding MRV’s future financial
and operating results, MRV’s ongoing efforts to complete the restatement
of its historical financials and other forward-looking statements which
are not statements of historical facts, constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements are not guarantees
of future performance or that the events anticipated will occur or that
expected conditions will remain the same or improve. These statements
involve risks, uncertainties and assumptions, the likelihood of which
are difficult to assess and may not occur, including risks that MRV will
experience delays in completing the restatement of its financials, each
of its business segments may not make the expected progress in its
respective market, and management’s long term strategy may not achieve
the expected results. Other risks and uncertainties relate to potential
changes in relationships with MRV’s customers and suppliers, MRV’s
success in developing, introducing and shipping product enhancements and
new products, increased competition in our market segments, political
instability in areas of the world in which MRV operates, currency
fluctuations, changes in accounting rules, general economic conditions,
as well as changes in such conditions specific to our market segments,
risks of manufacturing and maintaining intellectual property rights in
Asia, litigation related to MRV’s historical stock option granting
practices and its acquisition of Fiberxon, Inc., and maintenance of our
inventory and production backlog. Therefore, actual outcomes,
performance and results may differ from what is expressed or forecasted
in such forward-looking statements and such differences may vary
materially from current expectations.
This press release does not discuss the results of MRV’s anticipated
pending restatement, and makes no representations as to how this
restatement, along with its current lack of compliance with SEC and
Nasdaq rules and related litigation previously disclosed, may affect its
results and its future expectations, beliefs, goals, plans and prospects.
All information in this press release is as of the date of this press
release. MRV undertakes no duty to update any forward-looking statement
to conform the statement to actual results or changes in MRV’s
expectations.
Investor Relations
MRV Communications, Inc.
(818) 886-MRVC (6782)
ir@mrv.com
The Blueshirt Group for MRV
Maria Riley
(415) 217-2631
maria@blueshirtgroup.com