Xyratex Ltd XRTX ("Xyratex"), a leading provider of data storage technology, and its
largest shareholder, Baker Street Capital Management, LLC ("Baker Street"),
jointly announced today that they have reached an agreement regarding, among
other things, the composition of the board of directors of Xyratex (the
"Board"). Under the terms of the agreement two directors recommended by Baker
Street, Vadim Perelman and Ken Traub, will join the Board.
Mr. Perelman has been appointed to the Board effective April 2, 2013 resulting
in a seven-member Board. Mr. Perelman will serve as a Class I director with a
term expiring at the 2013 annual general meeting of shareholders, and he will
be nominated for shareholder approval at Xyratex's 2013 annual general
meeting. Mr. Traub will be appointed to the Board promptly following
Xyratex's 2013 annual general meeting and will serve as a Class III director
with a term expiring at the 2014 annual general meeting of shareholders.
Mr. Perelman is the managing member of Baker Street and brings to the Board
investing and capital markets experience. Mr. Traub has extensive experience
as a senior executive and director of public companies.
Under the terms of the agreement, Baker Street, which beneficially owns
approximately 22.9% of the outstanding Xyratex common shares, has agreed to
vote in favor of the Class I director nominees recommended by the Board and
all other matters recommended for shareholder approval by the Board at
Xyratex's 2013 annual general meeting. Baker Street has also agreed to
certain standstill provisions. Xyratex has agreed that the size of the Board
will be set at seven directors after both Mr. Perelman and Mr. Traub join the
Board.
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