Icahn: Motorola earnings call shows board 'passive'

(Adds Motorola response)

NEW YORK, April 18 (Reuters) - Billionaire investor Carl Icahn said on Wednesday that Motorola Inc.'s (MOT.N) quarterly earnings conference call reaffirmed his belief that the board was "passive" and responsible for the company's predicament.

The activist investor is involved in a proxy battle with Motorola, which earlier Wednesday reported a quarterly loss and lower revenue on weak sales of mobile phones.

"Today's earnings conference call reaffirmed my belief that Motorola has a passive and reactive board, which failed to timely steer management in the right direction and carries significant responsibility for the predicament Motorola finds itself in," Icahn said in a letter to Motorola shareholders.

Icahn, who has a roughly 3 percent stake in Motorola, asked shareholders to flout Motorola's recommendation against him and vote him onto the board.

He said that Motorola shares have lost about one-third of their value since October due to "serious problems" at its handset unit, and questioned "how could this happen without the knowledge of Motorola's management and board of directors."

If elected at the annual meeting on May 7, Icahn said he would be "unafraid to demand management's accountability and to ask the tough questions that appear to me to have gone unasked."

Icahn also said Motorola was "willing to spend significant management time" to keep one shareholder off the board rather than correct its mistakes.

Motorola retorted with an emailed statement that repeated its earlier reasoning that Icahn did not meet its qualifications for board members.

"Even Carl Icahn would admit that he is not technologically savvy, or knowledgeable about our businesses," the company said in an e-mail. It added that the investor was on as many as eight boards and was chairman of four and therefore was "over committed elsewhere."

Motorola also said Icahn's offer to cut other board positions to "less than six" if he was elected, called into question "the seriousness with which Icahn treats any of his commitments."

In his letter, Icahn said he was concerned about what Chief Executive Ed Zander called "unacceptable" quarterly results and the company's failure to move with a "sense of urgency" over the lack of third-generation (3G) advanced phones.

Thomas Meredith, acting chief financial officer and a Motorola director, said earlier Wednesday that board support for Zander was "unanimous."

"We believe we have the right strategic path and what we did was miss execution. We're all about now fixing our execution," Meredith told Reuters.

Motorola shares rose 27 cents, or 1.5 percent, to $18.22 on the New York Stock Exchange.

((Reporting by Sinead Carew, editing by Richard Chang; Reuters Messaging: sinead.carew.reuters.com@reuters.net; +1 646-223-6186)) Keywords: MOTOROLA ICAHN/

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