UPDATE 1-Nautilus should replace 2 board members-proxy firms
NEW YORK, Dec 7 (Reuters) - Two top proxy advisory firms have recommended that Nautilus Inc. (NLS.N) shareholders vote to remove two board members, but stopped short of backing a dissident investor group for control of the board.
ISS and Glass Lewis both recommended shareholders vote to remove directors Peter Allen and Donald Keeble and replace them with nominees supported by Sherborne Investors.
But the advisory firms said in reports issued this week investors should not remove two other directors, Evelyn Follit and Diane Neal. If all four are replaced with the dissident directors, Sherborne would gain control of the 7-member board.
Both ISS and Glass Lewis acknowledge that the company's recent performance has been disappointing.
Still, ISS said that management has presented a detailed plan to improve the company's performance, while Sherborne has not laid out any specific solutions.
"Given its limited oversight of the previous management during the execution of the strategic plan, we believe the board should bear some responsibility for the current performance of the company," ISS said in its report.
"As such, the board could benefit from a fresh perspective in its oversight of management this time round." (Reporting by Michael Erman, editing by Carol Bishopric)









