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Published on 3/11/2009 in the Prospect News Special Situations Daily.

Agilysys names two shareholder nominees to board, averting proxy battle

By Lisa Kerner

Charlotte, N.C., March 11 - Agilysys, Inc. reached an agreement with Ramius LLC and its affiliates to avoid a costly proxy contest, the company announced on Wednesday.

Ramius nominees John Mutch and Steve Tepedino were appointed to the Agilysys board of directors to fill the vacancies created by the resignations of Charles F. Christ and Eileen Rudden.

Agilysys said it will nominate and support Mutch and Tepedino for re-election at its delayed 2008 annual meeting on March 26.

Ramius, a 13% shareholder, agreed to support Agilysys' slate of directors for the 2008 and 2009 annual meetings. In addition, Ramius agreed to abide by some standstill provisions related to the company's 2010 annual meeting.

Mutch is the founder and a managing partner of MV Advisors, LLC. Tepedino is a co-founder of Channel Savvy LLC, a management consulting firm.

As previously reported, Ramius asked Agilysys shareholders to vote for Mutch, Tepedino and James Zierick, interim chief executive officer of Aspyra, Inc.

Ramius said previously that any potential settlement with Agilysys would require the addition of a value-added reseller expert to the company's board because 85% of Agilysys' revenue comes from value-added reseller businesses. Tepedino has 25 years of experience in value-added reseller and distribution channels, according to Ramius.

Agilysys is an IT solutions provider based in suburban Cleveland.


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