EX-99.1 2 ntn_ex991.htm NOTE ntn_ex991.htm

EXHIBIT 99.1

 

Highlighted below are the results of NTN’s 2019 annual shareholder meeting, where the incumbent Board of Directors received only 1/3 shareholder support.  These results are a clear testament to the market’s disappointment with NTN’s lack of sales performance, corporate strategy, execution, and 80% decline in stock price since Jeff Berg became Chairman of the Board 11 years ago.  With that said, NTN no longer has the luxury to continue its slow & steady decline.  It is time for bold, aggressive, and immediate action to reposition the Company forward.

 

-The Board of Directors is not carrying out its fiduciary duty to protect shareholders.

 

 

-Non-independent Directors are creating a conflict of interest.

 

 

-

The Board’s compensation committee is disconnected from the reality of NTN’s lack of top-line performance & its continuous loss of client sites.

 

 

-Neither the Board nor management has bought stock in the open market for almost 3 years (with the exception of one Director 2 years ago).

 

 

-

2019 shareholder vote results show a clear loss of faith in the Board of Directors.

 

In light of the aforementioned, it’s time for both non-independent Directors to resign from the Board, and I request that two new Board members be appointed: myself & one additional representative.

 

NTN - 2019 Results of shareholder votes for BOD members (2,878,096 shares outstanding)

Name

 

Votes For

 

 

Votes For %

 

 

Withheld

 

 

Non-Votes

 

 

Other

 

 

Withheld/Non-Votes/Other (%)

 

Jeff Berg

 

 

923,435

 

 

 

32%

 

 

441,333

 

 

 

1,346,998

 

 

 

166,330

 

 

 

68%

Ram Krishnan

 

 

993,957

 

 

 

35%

 

 

370,811

 

 

 

1,346,998

 

 

 

166,330

 

 

 

65%

Steve Mitgang

 

 

945,352

 

 

 

33%

 

 

419,416

 

 

 

1,346,998

 

 

 

166,330

 

 

 

67%

Richard Simtob

 

 

996,177

 

 

 

35%

 

 

368,591

 

 

 

1,346,998

 

 

 

166,330

 

 

 

65%

Gregg Thomas

 

 

996,177

 

 

 

35%

 

 

368,591

 

 

 

1,346,998

 

 

 

166,330

 

 

 

65%

Paul Yanover

 

 

977,814

 

 

 

35%

 

 

386,954

 

 

 

1,346,998

 

 

 

166,330

 

 

 

65%

 

Initial Board letter – 1/24/18:  http://www.sec.gov/Archives/edgar/data/748592/000147793218000647/ntn_ex991.htm

 

Follow up letter – 3/26/18:

http://www.prnewswire.com/news-releases/ntn-buzztime-activist-nyse-amex-ntn-determined-to-bring-about-positive-change-sends-follow-up-letter-to-the-board-of-directors-300619356.html

 

Sean Gordon

srg4investing@gmail.com