There's a proxy battle brewing at mobile software maker Openwave Systems (NASDAQ:OPWV). An independent investment firm has filed a preliminary proxy with the SEC, containing two prospective new board members. If Harbinger Capital Partners gets its way, the new additions to the board will push for some serious changes to the company's strategy during their respective three-year terms.
The election platform rests on the idea that the current board is not acting with the best interests of shareholders at heart. Harbinger wants to focus Openwave's efforts on just its "core" products -- presumably items like the Mobile Browser and SMS messaging software -- and phase out less significant product lines to reduce costs. This is meant to kick-start a reduction in quarterly operating expenses, down to about $50 million. That's about a 30% cost reduction from today's levels. A $200 million share repurchase program would follow, reducing the number of shares outstanding by about 25%.
In response to the filing, Openwave said that it "supports open communications with its stockholders and welcomes input toward the goal of improving stockholder value." The release also noted that the current board is already doing what it can to protect shareholder interests, and will respond to the suggested changes after a thorough review.
The existing board is hardly stocked with nobodies. The chairman of the board also sits on the boards of health-care information handler IMS Health and privately held Nielsen Media Research, a.k.a. the TV ratings people. Another member is a former CEO of LM Ericsson (NASDAQ:ERIC), a position he left to serve as the president of Motorola's (NYSE:MOT) Global Wireless Infrastructure division.
Then there's the retired president of computer systems at Sun Microsystems (NASDAQ:SUNW), who also sits on the boards of optical networking company JDS Uniphase and semiconductor maker Silicon Image (NASDAQ:SIMG). Two other members -- including CEO David Peterschmidt -- serve on the board of Business Objects, a maker of business intelligence software. These are the two members whose terms are up, and who stand to oppose the incoming challengers.
So how about the two chosen usurpers? James Zucco boasts 25 years of "executive experience in the software and telecommunications industries," including high-level executive stints at MCI and AT&T (NYSE:T). He's also groomed two voice over Internet protocol (VoIP) startups to be acquired by Cisco (NASDAQ:CSCO). Not too shabby of a resume.
Andrew Breen has less of an industry background, never having served above the director level. The experience he does have is rather relevant to Openwave's business, though, and includes a post at Palm overseeing its wireless data services group, as well as a short stretch on Sun's JavaSoft Advisory Board. He is also a certified sommelier, which comes in handy for office parties. But I digress.
The candidates seem to have enough experience and drive to make an impact beyond the already stated goals. Would they be an upgrade to the current slate, or merely a couple of workaday replacements? That's harder to say for sure. But it's all academic until the shareholders vote on the matter, so we'll have to hold our breath until Jan. 17. Harbinger Capital does control a hefty 10.6% stake in Openwave, which makes it one of the largest shareholders, so the rebel slate needs only a modicum of outside support. Stay tuned.
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Openwave is a Motley Fool Rule Breakers recommendation, and Palm is a Stock Advisor pick. Try out one or both of these premium newsletter services today, free for 30 days of unfettered access. MCI is a former Inside Value pick, and AT&T is a former Stock Advisor selection.
Fool contributor Anders Bylund holds no position in any of the companies discussed here, but he used to work for Nielsen Media Research. Hi, guys! You can check out Anders' holdings if you like, and Foolish disclosure is always worth fighting for.
