Company will not seek amendment to allow for reverse stock split; Board composition to change over time
ANN ARBOR, Mich., April 16 /PRNewswire-FirstCall/ -- Borders Group, Inc. (NYSE: BGP) today announced that shareholders at its May 21 annual meeting will not be asked, as previously disclosed, to vote on an amendment that would have allowed the company to effect a reverse stock split with the intention of increasing the per share market price of its common stock to meet criteria for continued listing on the New York Stock Exchange (NYSE). The company may seek shareholder approval of a reverse stock split at a future date. However, with the company's common stock currently trading above the required per share price level and with the NYSE's decision to temporarily suspend such requirements for all companies, Borders Group will not pursue the proposal at this year's annual meeting.
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In addition, the company announced that shareholders will vote as usual on a slate of nominees for the Borders Group Board of Directors, but with some changes this year. Two of the Directors - Edna Medford and Michael Weiss - will not stand for re-election at the annual meeting, reducing the Board size to eight. Five of the remaining incumbent Directors - Don Campbell, Joel Cohen, Amy Lane, Brian Light and Larry Pollock - will stand for re-election at the annual meeting, but have advised the Board of their intention to step down from the Board over the coming months as suitable replacements are found. As a result, to effect an orderly transition, the company intends to retain a search firm to identify qualified candidates to replace these Directors, including suggestions by shareholders. Candidates will be evaluated by the Nominating and Corporate Governance Committee, which will make recommendations to the full Board to fill the positions with the intention of keeping the size of the Board at eight Directors.
"The contributions of Edna and Michael have been extremely valuable and we thank them for their years of service to the Board," said non-executive Chairman Mick McGuire. "We also greatly appreciate Don, Joel, Amy, Brian and Larry seeking to assure a smooth transition as they plan to exit the Board over the coming months. Each of them has served the company admirably through good times and challenging times, and now that our new management team is firmly in place and the company is on more solid financial footing, they intend to transition from the Board in an orderly manner that allows management to maintain focus on running the company and continuing with the important progress Borders Group has been making."
No other changes were made to the shareholder meeting agenda. Therefore, as previously announced, in addition to routine matters and a shareholder proposal, a vote will be taken to approve the company's "Amended and Restated 2004 Long-Term Incentive Plan" to extend the plan, which expires April 30, 2009 to April 30, 2012.
The Borders Group 2009 annual meeting will be held Thursday, May 21, 2009 at 11:30 a.m. Eastern at the Ann Arbor Marriott Ypsilanti at Eagle Crest, 1275 S. Huron St., Ypsilanti, Mich. 48197. The record date for determination of shareholders entitled to vote at the meeting was March 24, 2009.
About Borders Group, Inc.
Headquartered in Ann Arbor, Mich., Borders Group, Inc. is a leading retailer of books, music and movies with approximately 25,000 employees. Through it subsidiaries, the company operates more than 1,000 stores primarily under the Borders(R) and Waldenbooks(R) brand names and offers online shopping through Borders.com. For more information about the company, visit www.borders.com/investors.
Safe Harbor Statement
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. One can identify these forward-looking statements by the use of words such as "projects," "expect," "estimated," "look toward," "going forward," "continuing," "maintain," "planning," "returning," "guidance," "goal," "will," "may," "intend," "anticipates," and other words of similar meaning. One can also identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address matters such as the company's future financial condition and performance (including earnings per share, gross margins and inventory turns, liquidity, same-store sales, cost reduction initiatives, and anticipated capital expenditures and depreciation and amortization amounts) and its cost reduction initiatives and the benefits thereof. These statements are subject to risks and uncertainties that could cause actual results and plans to differ materially from those included in the company's forward- looking statements.
These risks and uncertainties include, but are not limited to, consumer demand for the company's products, particularly during the holiday season, which is believed to be related to general economic and geopolitical conditions, competition and other factors; the availability of adequate capital-including vendor credit-to fund the company's operations and to carry out its strategic plans and the performance of the company's information technology systems and the development of improvements to the systems necessary to implement the company's strategic plan.
The company's periodic reports filed from time to time with the Securities and Exchange Commission contain more detailed discussions of these and other risk factors that could cause actual results and plans to differ materially from those included in the forward-looking statements, and those discussions are incorporated herein by reference. The company does not undertake any obligation to update forward-looking statements.
