Nuance Adds 2 New Icahn-Backed Members to Board

In a "nomination and standstill agreement" between Nuance Communications and the Icahn Group -- the name used to reference multiple entities, including Icahn Enterprises , that are owned and managed by activist investor Carl Icahn -- the two sides have agreed to name Icahn's son Brett and David Schechter to the Nuance board of directors, the companies announced today. The board additions are effective immediately, and bring the number of Nuance's board of directors to 11.

A standstill agreement is an arrangement by which a potential takeover target, in this instance Nuance, and an existing shareholder (Carl Icahn and his group of companies own 16.7% of Nuance) agree that the stockholder in question will not acquire a controlling number of shares in the company.

The standstill agreement between Carl Icahn and Nuance stipulates the Icahn Group will not solicit votes for "any matter to come before the 2014 annual meeting of stockholders," nor will Icahn accumulate more than 20% ownership of Nuance before the 2014 shareholder meeting. In exchange, Nuance agreed to approve the appointment of Brett Icahn and Schechter to its board, according to yesterday's SEC filing.

The deal struck between the two sides became effective on Monday and will remain in force until the end of the Nuance 2014 shareholder meeting or until no more Icahn designees remain on the Nuance board.

Brett Icahn has been actively involved with his father's businesses since 2002, and Schechter has worked with Carl Icahn for nearly 10 years, according to the announcement.


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