An SEC filing from the Dallas-based HRO outsoucer said the dissident directors who have battled with Deason over a recently failed merger had concluded their review of their replacements’ independence from Deason and ACS management.
With that out of the way, the announcement saidRobert B. Holland, III, J. Livingston Kosberg, Dennis McCuistion, Joseph P. O’Neill and Frank A. Rossi had agreed to make November 21 their board departure date. The company said the dissident directors had not come up with any alternatives to the proposed Deason slate.
Speaking for the independent directors, McCuistion said, “We have determined that we have no reason to conclude that the nominees are not independent of Mr. Deason and the company’s management,” according to the company announcement.
ACS said the remaining directors have appointed Frank Varasano, Ted B. Miller, Jr., Richard W. Spears, and Kurt R. Krauss to fill the resulting vacancies. . Neither Deason nor any member of the company’s management or board has any prior relationship with any of the newly elected directors, ACS said.
ACS also announced in an apparently separate action that John H. Rexford resigned from the board Wednesday with the effect that the board now consists of four independent directors and two management directors.
The dissident director slate first made its resignation intentions known on a tumultuous November 2 when Deason called for the directors to step down and accused them of improperly impeding a proposed $6-billion bid from private equity firm Cerebrus ( See ACS Happy with Board Resignations ).