A New York investor group stepped up its pressure on the Atlanta Internet banking software maker S1 Corp. by nominating a pair of directors for its board Thursday.
The group, led by the investment management firms Ramius Capital Group LLC and Barington Capital Group LP, also proposed an amendment to S1’s charter to increase the board by three seats, to nine. The group would then nominate three more directors, to obtain a majority on the board.
Another amendment the group proposed would let shareholders controlling at least 10% of S1’s stock call a shareholder meeting. The group said in a regulatory filing Thursday that it owns 9.2%. In a filing last week, it had put that stake at 7.2%.
S1 did not respond to requests for comment Thursday.
Last week the group publicly urged S1 to put itself up for sale, saying the stock was undervalued. The company responded by saying that it had a turnaround plan in place, and that “the long-term best interest of all shareholders will be served by executing on that business plan.”
The investor group nominated two directors for three-year terms on S1’s board — Jeffrey D. Glidden, a vice president and the chief financial officer of the Chelmsford, Mass., wireless broadband company Airvana Inc.; and Jeffrey C. Smith, a Ramius managing director.
The group also said that if the board were enlarged it would nominate three more directors — William J. Fox, the president and chief executive officer of LQ Corp. Inc. and the vice chairman of Barington Capital; Richard S. Rofe, the managing member of Arcadia Capital Management LLC in Great Neck, N.Y.; and Edward Terino, the co-chief executive officer and chief financial officer of the Westport, Conn., shipping company Arlington Tanker Ltd.
