Emageon settles proxy contest with CEO group ahead of annual meeting

By Lisa Kerner

Charlotte, N.C., June 23 - Emageon Inc., company chief executive officer Charles A. Jett Jr. and affiliates of Oliver Press Partners, LLC reached an agreement terminating a pending proxy contest with respect to the election of directors at Emageon's 2008 annual meeting.

Oliver Press withdrew its nominations to Emageon's board and agreed to vote its shares in favor of the board's slate of nominees at the meeting, it was reported in a form 8-K filed with the Securities and Exchange Commission.

Emageon agreed to appoint Augustus K. Oliver and Benner Ulrich to fill two new seats on an expanded board with terms expiring in 2010.

Ulrich was also appointed to replace one member on the strategic alternatives committee, according to the filing.

Jett and Douglas D. French agreed to resign from the board with Jett continuing as Emageon's CEO at the board's discretion.

Bradley S. Karro, if approved, will replace Jett on the board.

The board will then reduce its size from 10 to nine members immediately following the resignations of Jett and French and will not change the size of the board as long as either Oliver or Ulrich remains a member, it was reported.

Emageon also agreed to reimburse Oliver Press for reasonable fees and expenses in connection with its nominations up to a maximum amount of $75,000.

The company will adjourn its annual meeting until July 8. The meeting had been slated to take place Monday.

Based in Birmingham, Ala., Emageon provides software for the health-care industry.

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