SAN FRANCISCO–(BUSINESS WIRE)–Oberndorf Enterprises and its affiliated entities (“OEL”), as shareholders of Instructure, Inc. (NYSE: INST, “the Company”), today announced its intention to vote against the Company’s recently proposed Agreement and Plan of Merger when and if put to a shareholder vote. OEL has sent a letter to Mr. Buzz Waterhouse, Chair of the Nominating and Corporate Governance Committee, and Mr. Steven Collins, Chair of the Audit Committee, detailing its concerns with the sale process and conflicts of interest involving key members of the board and management team. For reasons detailed by other owners in public letters to the Company, OEL is concerned that the board and management may not have acted in the best interest of shareholders.
OEL has recommended the appointment of an independent special committee with newly chosen legal and financial advisors. The committee should thoroughly review the details of the sale process to date, fully disclose to shareholders all the “clear milestones and target dates focused on profitability and growth” which the management team referenced on its October 28th earnings call, and devote full time and attention to all the Company’s strategic alternatives. We believe these steps may help shareholders make an informed decision as they vote on any proposed merger agreement.
Based on publicly available information, OEL also notes prior scrutiny of the Company’s board by Institutional Shareholder Services (“ISS”), an important shareholder advisory service. In the most recent year, the board of Instructure received a Governance QualityScore of nine out of ten (ten indicating the highest possible risk of poor governance). OEL also notes that in each of the prior three years at the Company’s meeting of shareholders, more than 20% of all votes cast were withheld in the director elections of Mr. Waterhouse, Mr. William Conroy, and Ms. Ellen Levy.
Kathleen M. Daly