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Published on 5/13/2008 in the Prospect News Special Situations Daily.

SM&A manager group supports company's director nominees

By Lisa Kerner

Charlotte, N.C., May 13 - A group of 23 SM&A senior proposal managers expressed their "unqualified support" for the company's current directors and leadership team, including president and chief executive officer Cathy McCarthy, in an unsolicited letter to chairman Dwight L. Hanger, the company said.

The employees are also "significant shareholders," the letter stated.

To replace the management team that took control less than a year ago would disrupt operations and continue management changes the company has had over the past 18 months, the employees said in their letter.

SM&A announced it will hold its annual meeting on May 23. Shareholders of record as of April 9 are eligible to vote in the election of directors to the company's board.

Former CEO and SM&A founder Steven S. Myers is seeking support for his slate of director nominees, which includes himself. As previously reported, Myers was asked to leave the company in March 2007.

Hanger has called the nominations "a transparent, de facto takeover attempt by four friends," and urged SM&A shareholders to reject the dissident slate.

SM&A and Hanger have publicly sought shareholder support for their respective nominees over the past few weeks.

On March 25, Myers, SM&A's largest shareholder, said the company's rejection of a shareholder presence on its board of directors "speaks volumes about the intransigence" of the current board.

SM&A, based in Newport Beach, Calif., provides competition management and program support services to industrial customers in the aerospace and defense, information technology, telecommunications and other industries.


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