Star Equity Fund Reacts to Second Consecutive Adjournment of the Firsthand Technology Value Fund Annual Meeting
15 Juni 2023 - 2:30PM
Star Equity Fund, LP (“Star Equity Fund” or “we”) is an investment
fund focused on unlocking shareholder value and improving corporate
governance at its portfolio companies. Star Equity Fund owns 6.2%
of the common stock of Firsthand Technology Value Fund, Inc.
(Nasdaq GM: SVVC) (“Firsthand” or “Company”).
SVVC Twice Failed to Reach a Quorum for
its Annual Meeting
As disclosed by the Company on its Form 8-K
filed on June 13, 2023, the Annual Meeting was held without putting
any proposals up for a vote due to failure to reach a quorum
necessary for conducting business. Firsthand has not yet announced
whether they will hold another Annual Meeting this calendar
year.
SVVC's 50% Vote Threshold Is Designed to
Discourage Shareholders from Nominating Qualified
Directors
SVVC continues to maintain "worst-of-all-worlds"
voting standards for contested director elections. As we have
previously highlighted, this standard requires at least 50% of the
total shares outstanding to vote "FOR" a dissident director
candidate for them to be elected; a standard not required in the
case of an uncontested election. As we have now witnessed
TWICE, the Company has failed to even
amass 50% of the total shares outstanding to constitute a
quorum at the Annual Meeting, let alone achieve this
hurdle for ANY director candidate. We believe the
Board uses this requirement as an entrenchment tactic to undermine
shareholder rights and discourage shareholders from nominating
qualified director candidates. For example, if the dissident
nominees receive support from 49% of all shareholders and the
incumbents 1%, the incumbents would remain as directors due to the
failure of the dissident nominees to reach the 50% threshold.
The Incumbent Board Appears Indifferent
To Shareholder Frustration and Detached From Shareholders'
Interests
SVVC shareholders have long suffered poor
performance, "worst-of-all-worlds" corporate governance, and
egregious external management fees that have provoked significant
displays of shareholder frustration in many different forms. For
the past three director elections, at least one of the incumbent
director nominees received a majority of "WITHHOLD" votes of the
total votes cast. Over the same time frame, shareholder proposals
to end the overwhelmingly anti-shareholder investment management
agreement with Firsthand Capital Management ("FCM") have been
thwarted by the Company's extreme voting requirements. Despite
years of vocal shareholder frustration and our current campaign,
the Board has never publicly acknowledged any of these
displays or made changes to any effect.
The Company's Inability to Reach a
Quorum for its Annual Meeting Threatens Delisting from
NASDAQ
If the Company is not able to reach a quorum and
thus unable to hold its Annual Meeting within the 2023 calendar
year, delisting procedures would be triggered by NASDAQ. Getting
delisted from NASDAQ would be extremely detrimental to
shareholders, further adding to the long history of value
destruction by Kevin Landis and the incumbent Board.
The Company Has Not Disclosed Either the
Voting Results or Plans to Reconvene the Annual
Meeting
The Company has withheld the voting results from
stockholders as of the time of the meeting and excluded those
results from their Form 8-K filing disclosing the lack of a quorum.
Nonetheless, Star Equity's proxy solicitor's preliminary vote tally
indicated that a large majority of the votes cast as of immediately
prior to the meeting were voted in favor of Star Equity's nominees.
We call on the Company to provide shareholders with both the voting
results and their plans to promptly reconvene an Annual
Meeting.
Star Equity Fund remains resolute in its opinion
that a change in Board composition is vital to altering corporate
governance practices, improving financial results, and ultimately
unlocking shareholder value at SVVC. We believe long-suffering SVVC
shareholders deserve better, and plan to continue to monitor events
at the Company.
About Star Equity Fund, LPStar
Equity Fund, LP is an investment fund affiliated with Star Equity
Holdings, Inc. Star Equity Fund seeks to unlock shareholder value
and improve corporate governance at its portfolio companies.
About Star Equity Holdings,
Inc.Star Equity Holdings, Inc. is a diversified holding
company with two divisions: Construction and Investments.
For more information contact:Star
Equity Fund,
LP
Jeffrey E.
Eberwein
Portfolio Manager
203-489-9501
jeff.eberwein@starequity.com
The Equity GroupLena CatiSenior Vice
President212-836-9611lcati@equityny.com
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