The activist investors say all three independent proxy advisers support their board nominees, while recommending investors withhold support from two Seer directors and vote against the NOL pill.
Radoff-JEC Group, which says it owns about 7.7% of Seer, is pressing stockholders to elect Howard H. Berman, Ph.D., Luis E. Rinaldini and Joshua S. Horowitz to the board, withhold support from incumbent directors Terrance McGuire, Dipchand Nishar and Omid Farokhzad, M.D., and vote against ratifying the company’s Tax Benefit Preservation Plan. The group said Institutional Shareholder Services Inc., Glass, Lewis & Co., LLC and Egan-Jones Proxy Services all endorsed its case for board change, while recommending stockholders withhold support from McGuire and Nishar and oppose the NOL pill. The activists argue Seer’s shares have fallen 97% since its 2020 IPO, that the board rejected multiple premium acquisition proposals without a robust and transparent process, and that only two of the company’s seven directors are sufficiently independent to serve on the special committee reviewing strategic alternatives. They contend Seer should be sold to the highest bidder and say new independent directors are needed to oversee a credible review aimed at maximizing value for all stockholders.