Spokane-based Ambassadors Group has struck an agreement with a group of investors, averting a showdown over a third of the company’s board positions.
Ambassadors, which promotes cultural-immersion trips for students, said Monday it reached a deal with investor group Lane Five Capital Management, which planned to run three candidates to replace departing board members.
Under the agreement, the Ambassadors board will nominate Lane Five founder Lisa O’Dell Rapuano for election to a three-year term on the board, and Lane Five nominee Peter H. Kamin will be appointed to a two-year term. Kamin is the founder of 3K Limited Partnership, a private investment partnership.
A date has not yet been set for this year’s shareholder meeting.
The agreement further states that at least one board nominee in 2013 must be approved unanimously by the board’s nominating committee.
Lane Five, based in Towson, Md., owns nearly 7 percent of the company’s public shares.
In a prepared statement Monday, Rapuano said, “We are confident that the new members of the Ambassadors board will serve the best interests of Ambassadors and its stockholders with a commitment to enhance stockholder value, and we look forward to bringing our new perspective to the board.”
Board Chairman John Ueberroth stated, “With this agreement we will be able to dedicate our full efforts and resources to enhancing value for shareholders.”
New York City-based Bandera Partners – the largest holder of Ambassadors stock, with 13 percent – planned to support Lane Five’s three nominees but said the board needed to avoid a lengthy, costly proxy fight.
Ambassadors reported a loss of $7.8 million the last quarter of 2011 and a loss of $7.9 million in the first quarter of this year. To cut costs, the company recently listed its West Plains headquarters for sale.