MicroFocus March 29, 2019
Merger with Hewlett Packard Enterprise, Profit Warning and Sale of SUSE Business On September 2016, the Company entered into a definitive agreement with Hewlett Packard Enterprise (HPE) on the terms of a transaction which provided for the combination of HPEns software business segment with the Company by way of a merger. The transaction was valued at $8.8bn. On March 2018, the Company issued a profit warning arguing that its revenues declined more than expected due to problems stemming from its acquisition of Hewlett Packard. On 22 March 2018, Hsu resigned from his position of CEO min order to pursue another opportunitynand Stephen Murdoch, the Companyns Chief Operating Officer, became CEO. On July 2018, the Company entered into an agreement to sell SUSE Business for a total cash consideration of $2.535bn, the Company used some of the proceeds to reduce debt.
Item 3: Approve the Remuneration ReportWe are highly concerned with the decision to change the additional share awards in a way which both undermines the purpose of an incentive plan, which is to reward performance, by making the awards potentially much higher and allowing them to vest even if targets are not met in the original vesting period.
Item 4: Re-elect the Executive ChairmanECGS policy is to recommend opposition to an Executive Chairman, unless the appointment is temporary and adequately justified, which is not the case at Micro Focus.
Item 9: Re-elect the Chairman of the Remuneration CommitteeAs discussed in item 3, there are significant concerns over the application of the remuneration policy at the company given the decision to increase the number of shares awarded and extend the vesting period for the additional share awards. The Chairman of the Remuneration Committee is considered responsible for this decision.
Micro Focus International is a global enterprise software provider. Co.'s solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements, including the protection of corporate information at all times. Co. has two operating segments: Micro Focus Product Portfolio and SUSE Product Portfolio. The Micro Focus Product Portfolio segment is managed with a single product group that makes and maintains the software. SUSE provides and supports enterprise-grade Linux and Open Source Software Defined Infrastructure and Application Delivery solutions.
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