ConMed shareholders elect company-nominated directors, investor reacts

UTICA, N.Y. — ConMed Corp. (NASDAQ: CNMD), a Utica–based surgical-device maker, announced that shareholders have elected all eight of its director nominees.

The firm is basing its statement on the preliminary vote count that its proxy solicitor provided, the company said in a news release posted to its website on Wednesday.

The ConMed director nominees include Brian Concannon, Charles Farkas, Jo Ann Golden, Curt Hartman, Dirk Kuyper, Jerome Lande, Stephen Mandia, and Mark Tryniski.

As previously announced, Bruce Daniels and Dr. Stuart Schwartz are stepping down from the ConMed board after “many years of service,” the company said.

 “ConMed’s board and management thank our shareholders for their support and the valuable insights they have offered throughout this process. We are committed to maintaining an open dialogue with shareholders on corporate governance as we continue to focus on improving ConMed’s performance to create significant long-term shareholder value,” the firm said.

The apparent support for the ConMed nominees follows a push from a company investor, Voce Capital Management LLC, to have shareholders consider some its nominees to the ConMed board.

San Francisco, Calif.–based Voce Capital¸ an employee-owned investment manager that owns about 0.3 percent of the outstanding shares of ConMed common stock, had nominated three candidates as potential directors.

Voce Capital reacted to the ConMed director-election results Thursday in a news release.

Voce had expressed concern about ConMed’s operations in a November 2013 letter, which resulted in changes Voce believes “would never have occurred” without Voce’s involvement, the firm contended Thursday.

Those changes included the retirement of four directors including the chairman and founder Eugene Corasanti; the departure of CEO Joseph Corasanti; the termination of a variety of “offensive corporate governance practices;” and a review of the company’s strategic alternatives — “albeit a brief and controversial one,” Voce noted in its news release.

The developments were “apparently sufficient” to satisfy a plurality of ConMed’s shareholders that enough change has occurred — “at least for now,” J. Daniel Plants, Voce’s managing partner, said.

“While we obviously believed, and still do, that the company’s reactive steps didn’t go far enough and in some cases were retrograde, we respect the outcome of the vote,” Plants said.

Voce Capital noted in its release that Glass, Lewis & Co., LLC, a San Francisco, Calif.–based advisory firm, credited Voce with the steps that ConMed had taken.  Glass, Lewis & Co. also endorsed Voce’s calls for further changes at ConMed with its support of two of Voce’s director nominees.

Several of ConMed’s largest institutional investors voted for Voce’s candidates, two of whom ultimately received “substantial, if not plurality, support,” Voce said.

ConMed will publish the final results once Wilmington, Del.–based IVS Associates, Inc., the independent inspector of elections, certifies the results and the customary review and challenge period ends, the Utica company said.

Contact Reinhardt at ereinhardt@cnybj.com