The Furlong Fund (“Furlong”) announced today that it has notified Microwave Filter Company, Inc. (Ticker: MFCO.OB) (“Microwave Filter” or the “Company”) of Furlong’s intent to solicit proxies in favor of its two nominees to the Microwave Filter Board of Directors (the “Board”) at the Company’s upcoming annual meeting of stockholders. Furlong also notified the Company of its submission of a proposal that, if passed by a majority of votes cast at the annual meeting, will amend Microwave Filter’s Amended and Restated Bylaws to offer access to the Company’s proxy statement to shareholders holding 15% or more of the Company’s outstanding shares for at least one month. The proposed bylaw limits the number of shareholder nominees to one-third (1/3) of the total size of the Board.
Based on the Company’s current Board size of nine, the eligible shareholders will be able to nominate up to three nominees per election. The reason for the nomination is that Furlong presented a nomination to the Company, which the Company’s Nominating Committee passed on. Furlong respectfully disagrees with the Nominating Committee’s decision and would like to offer shareholders a chance to vote on two nominees.
Furlong believes its nominees, if elected, will make it a priority that the Board review the bylaw amendments implemented at the annual meeting held in 1996. These amendments include the classification of the Board and a requirement of a two thirds (2/3) vote of the outstanding shares entitled to vote in the election of Directors to repeal certain amendments. Furlong believes these amendments are in direct contrast to the best practices in corporate governance.
Furlong believes that its nominees, Ryan Morris and Daniel Rudewicz, CFA, if elected to the Board, will immediately, (1) take action to remove the bylaw amendment requiring a two-thirds (2/3) vote of shares outstanding to change certain amendments and (2) take steps to declassify the Board of Directors by amending the Company’s bylaws. The aforementioned bylaws require a two-thirds (2/3) vote of the shares outstanding, as opposed to votes cast, to be amended. The nominees may also, among other things, explore all operational and strategic alternatives to maximize shareholder value, including initiating a significant share repurchase either in the open market or as part of a self-tender offer, investing excess cash with proven capital allocators, initiating a large special dividend, selling of all or part of the Company, and taking other steps to improve the Company’s corporate governance.
Furlong presently intends to file a premilinary proxy Statement with the securities and exchnage commission relating To furlong’s solicitation of proxies from shareholders of Microwave filter company, inc. For use at the 2012 annual Meeting. Furlong strongly advises all microwave filter Shareholders to read the proxy statement when it is available Because it will contain important information.
Stockholders will be able to obtain free copies of the proxy statement filed with the sec by Furlong through the Website maintained by the sec at www.sec.gov. Furlong and its Nominees will be soliciting proxies from stockholders of Microwave filter company, inc. In connection with the election of directors and other matters. Information concerning these participants and their interests in the solicitation will be set forth in the proxy statement when it is filed with sec.