Friday, Chipmaker International Rectifier Corp. (IRF) said its shareholders have re-elected all three of the company's nominees to the board of directors over the dissident slate of candidates nominated by Vishay Intertechnology Inc. (VSH), based on the preliminary results from its delayed 2007 annual meeting of shareholders.
Shareholders also approved a stockholder proposal requesting the adoption of a compensation recoupment policy. Malvern, Pennsylvania-based rival Vishay had earlier accused the IRF board, stating members acted immediately to improve their own benefits package and their own protections against liability for their actions and spending enormous sums to address accounting improprieties that occurred on its watch.
IRF's nominees Jack Vance, Thomas Lacey and Mary Cranston now look set to be re-elected to the board, after preliminary results indicated that Vishay's nominations Ronald Ruzic, William Vinson and Yoram Wind have been rejected.
International rectifier noted that the preliminary results indicate that shareholders defeated Vishay's proposed bylaw amendments. Vishay had previously said that at the Annual Meeting it intends to seek stockholder approval for certain amendments to International Rectifier's bylaws, including requiring International Rectifier to hold its 2008 Annual Meeting of Stockholders to elect Class II directors by December 21, 2008.
Additionally, shareholders voted to ratify the IRF's appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2008.
El Segundo, California-based IRF is expected to announce the final results of the annual meeting after the final tabulation of votes is completed and certified by the independent inspector of election.
Thursday, IRF reaffirmed its first-quarter revenue outlook expecting sequential revenue growth in the range of 7% - 9% and said it now expects results at the high end of the stated range.
Analysts polled by First Call/Thomson Financial, on average, currently predict revenues of $219.98 million for the quarter.
Power semiconductor manufacturer IRF asserted it has built a strong foundation for future growth by putting financial sector in order through leadership changes, with a new strategy and organization. The company's strategic plan targets to achieve 45% gross margin and 20% operating margin, was dubbed by Vishay as "highly aggressive" and claimed to be improved dramatically after Vishay made the offer.
Chief executive officer of IRF Oleg Khaykin reiterated that the company remains committed on executing its strategic plan and delivering value to shareholders, after having said that the board has to remain intact and focused without being distracted from the purpose by Vishay compensated nominees.
On October 6, Vishay said it was willing to consider further increasing its $23 offer provided International Rectifier substantiates its turnaround plan - including the $60 million reduction in cost of goods sold and the projected substantial increase in revenues and gross margin.
On September 29, Vishay had commenced a tender offer to purchase all of the outstanding shares of International Rectifier common stock for $23 per share in cash.
IRF closed Friday's regular trading session at $13.97, down $1.59 or 10.22% but rose 4.46% or $0.62 in after-hours trade, where it is currently trading at $14.59. VSH ended Friday's regular trading session at $4.39, down 47 cents or 9.67%.
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