April 7, 2008 / 1:17 PM / 12 years ago

Motorola settles with Icahn, accepts board nominees

NEW YORK (Reuters) - Motorola Inc MOT.N said on Monday it will support two of billionaire investor Carl Icahn’s four proposed board nominees, settling a year-long proxy battle to turn around the struggling mobile phone company.

Investor Carl Icahn speaks at the Wall Street Journal Deals & Deal Makers conference, held at the New York Stock Exchange, June 27, 2007. Motorola said on Monday it has settled all litigation with billionaire investor Carl Icahn ahead of the cellphone maker's annual meeting and agreed to name two of Icahn's nominees to its board of directors. REUTERS/Chip East

Shares of Motorola rose as much as 3 percent on the announcement, which also said that Icahn had agreed to drop all litigation against the company ahead of its May 5 shareholders meeting. Icahn owns about 6.4 percent of Motorola shares.

Motorola said it agreed to seek input from Icahn regarding its decision to split off its cellphone business and its search for a new chief executive for the division — a direction it took under pressure from Icahn.

It appointed Keith Meister, managing director of the Icahn investment funds, to serve on the board, effective immediately. In addition, Meister and William Hambrecht, chief executive of WR Hambrecht & Co, will be nominated for election to the board at the annual meeting.

Meister’s nomination was earlier rejected by Motorola. There was no mention of Frank Biondi and Lionel Kimerling, two others previously on Icahn’s proposed slate.

Icahn, who has agitated for management change since acquiring Motorola shares in early 2007 and failed to win a board seat for himself last year, dropped all litigation against the company, Motorola said.

“We believe this agreement is positive as Motorola can now focus on the job at hand rather than potentially spending time, focus, and money in a proxy battle,” said UBS analyst Maynard Um.

Motorola has been losing to rivals such as industry leader Nokia NOK1V.HE and No. 2-ranked Samsung Electronics Co Ltd (005930.KS) in the past year. Many analysts criticized it for failing to produce a strong successor to the once-lauded Razr phone.

Chief Executive Greg Brown said Motorola was “pleased to avoid a costly and distracting proxy contest” with Icahn.

Icahn had accused the company’s board and its management team, previously led by Ed Zander who stepped down as CEO in January, of failing to assess the business properly.

In March, Icahn said he was suing Motorola to force it to hand over documents related to its money-losing mobile devices business to determine if its board failed in its duties.

“This activist investor has proved, once again, that he knows how to win,” said Boston University professor James Post, who teaches corporate government and business ethics. “Icahn’s victory will not produce immediate changes in business results, but it sends a clear signal that corporate governance matters.”

Motorola shares rose 24 cents, or 2.5 percent, to $9.91 on the New York Stock Exchange after briefly rising to $9.98.

Additional reporting by Kenneth Li, editing by Maureen Bavdek, Phil Berlowitz

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