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Proxy Advisory Firm Suggests Vermillion Shareholders Elect Dissident Shareholder to Board

NEW YORK (GenomeWeb News) – Proxy voting advisory firm Institutional Shareholder Services has recommended that Vermillion shareholders elect dissident shareholder Robert Goggin to the Austin, Texas-based company's board.

In an announcement today, three shareholders, who have waged a battle against Vermillion and its board for what they see as mismanagement, said that ISS recommends Vermillion's shareholder do not vote on the company's blue proxy card.

Vermillion plans to hold its annual meeting on March 21, during which shareholders will elect a member to the company's board. Vermillion has nominated Roberta Della Vedova for the seat, and a vote on the company's blue proxy card translates to a vote for Vedova. A vote on the white proxy card translates to a vote for Goggin.

Today's development is the latest salvo in an ongoing feud between the three shareholders — Goggin, Gregory Novak, and George Bessenyei — and Vermillion. The shareholders took action against the company a year ago in a bid to influence the direction of the company by getting Novak and Goggin on its board.

The trio then sued Vermillion in May after the company changed its bylaws to eliminate one board seat. That lawsuit was dismissed in November.

In the meantime, Vermillion's annual meeting was placed in limbo, and Nasdaq warned the company in January that it was in violation of one of its listing rules because of the delay to the annual meeting.

Since Vermillion scheduled its annual meeting, the two sides have aggressively courted shareholders to vote for their nominees. As the meeting approaches next week, ISS said that the company's "sustained underperformance supports the dissidents' argument that investor confidence in management's ability to extract value from its product portfolio has diminished," according to Goggin, Novak, and Bessenyei.

They added further that ISS said, "[I]t seems clear the dissident has made a compelling case that change is warranted at the board level."

On deadline, Vermillion did not respond to a request for comment.

Vermillion reported last month that its fourth-quarter revenues increased 32 percent year over year.

In Monday afternoon trading on the Nasdaq, shares of Vermillion were up around 3 percent at $1.18.

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