Everbridge, Inc. (NASDAQ: EVBG), the global leader in critical event management (CEM) and national public warning solutions, today issued the following response to Ancora Holdings’ recent statement pertaining to the upcoming 2022 Annual Meeting of Everbridge Shareholders scheduled for May 19, 2022:
The Everbridge Board of Directors is committed to acting in the best interests of all shareholders and is open to all opportunities to enhance shareholder value.
As part of this commitment, the Board recently undertook a comprehensive review of Everbridge’s strategy and operations to address the recent developments in our business and change in leadership. Informed by this proactive review, Everbridge is taking the initiative to improve our go-forward strategic direction, go-to-market execution, and efficiency, including by pausing material new M&A and focusing on integrating previous acquisitions, simplifying product offerings, focusing on land-and-expand opportunities, and conducting a thorough search for a permanent CEO. The Board believes that these actions will position our business to drive attractive, sustainable growth with improved profitability, which will in turn generate significant value for our shareholders.
The Everbridge Board remains committed to evaluating all opportunities to maximize value and regularly reviews the Company’s strategy against a range of alternatives. Consistent with Everbridge’s openness to value-enhancing opportunities and commitment to shareholder feedback, we have engaged with Ancora Holdings, a new investor to our share register, to understand its perspectives. Ancora’s sole substantive objective has been an immediate sale of the Company. We believe Ancora’s attempts to disrupt the leadership of Everbridge both through its public campaign to oppose our directors, which it chose to announce well after the Company had nominated its candidates for election at the upcoming annual meeting, and its demands to abandon our CEO search midstream are intended to make a near-term sale a foregone conclusion. The Board believes Everbridge’s current actions will enhance long-term shareholder value and that support for Ancora’s campaign will prevent the Company from executing on value-enhancing initiatives from a position of strength, as well as reduce optionality.
The Everbridge Board of Directors is highly independent, with significant skills, qualifications and experiences relevant to our business. The Board and our Nominating and Corporate Governance Committee have a robust director refreshment process and conduct regular evaluations to ensure that Board composition is aligned with the Company’s evolving business needs and is best positioned to lead Everbridge forward. This rigorous and thoughtful approach to composition has led to the addition of four new independent directors, 57% of our independent directors, over the past four years. In addition, the Board has a track record of soliciting shareholder feedback and has demonstrated responsiveness to feedback received, evidenced by the recent immediate declassification of our Board and elimination of the supermajority vote requirement for amendments to our articles and bylaws.
The Everbridge Board’s deliberate director refreshment process balances the need to have both fresh and longer-term perspectives providing oversight of our strategy and business. Our non-executive Chair, Jaime Ellertson, and directors Richard D’Amore, Bruns Grayson, and Kent Mathy add critical perspectives both given their tenure with the Board and extensive experience as technology and telecommunications executives and investors. In addition to the significant, relevant experience and insights these directors bring to the Board, absent their continued service, average director tenure would be approximately three years and the Board would lack valuable context regarding Everbridge’s historical growth and development, future opportunities, and the CEM industry.
Furthermore, Ancora’s statements targeting Mr. Ellertson are misleading, contradictory, and untrue. Ancora criticizes the results of Mr. Ellertson’s involvement at Everbridge while also criticizing his alleged lack of involvement. Although Ancora claims persistent underperformance, Everbridge demonstrated consistently attractive operating performance and shareholder returns from IPO through November 2021. Moreover, following the recent challenges faced by Everbridge, Mr. Ellertson has led the efforts of the Board and management team to identify and execute our recently announced initiatives covering the specific concerns raised by Ancora – our acquisition strategy and public warning market dynamics. Contrary to Ancora’s claims, at no time has Mr. Ellertson or his firm, Akmazo, recruited or hired an active employee of Everbridge. Finally, Akmazo’s investments have been in businesses unrelated to Everbridge and any potential conflicts are subject to review according to Everbridge’s robust conflicts of interest policy.
The Everbridge Board of Directors believes strongly that its nominees are best positioned to continue acting as agents of change to deliver long-term shareholder value, and unanimously recommends that shareholders vote FOR all of the Company’s highly qualified and experienced nominees: Richard D’Amore, Alison Dean, Jaime Ellertson, Bruns Grayson, David Henshall, Kent Mathy, Simon Paris, and Sharon Rowlands.
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