Brother of Dye & Durham CEO latest dissident to push for governance change

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Board accuses former chair Tyler Proud of redressing ‘personal grievance’; he responds company hasn’t engaged shareholders over governance or performance issues

has another unhappy investor pushing for changes to its board and strategic direction: the chief executive officer’s brother.

Under a shareholder agreement between D&D, OneMove and Plantro dating to when the company went public, OneMove has the right to designate a nominee to its board so long as it owns 5 per cent of the stock. Until now, OneMove’s nominee has been Mr. Prittie, who leads a document storage business in sub-Saharan Africa.

At the same time, DND said it “currently intends to honour its obligations” under the shareholder agreement and nominate Mr. Shahinian. Engine has criticized D&D and its board for an alleged pattern of poor strategic decision-making including misallocation of capital and mismanagement of a convertible debt refinancing. D&D has pursued the wrong target by aiming to increase operating earnings to $1-billion a year, which incentivizes acquisitions even if they don’t create shareholder value, Engine believes., has been “long-term underperformance” by D&D.

D&D has been a highly acquisitive, debt-fuelled company specializing in buying legal software providers in Canada and subsequently hiking fees for such services as property transfers. It has also pursued acquisitions in Britain and Australia.

 

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