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Howard Stutz

IGT director elected in proxy fight resigns after eight months

19 November 2013

A representative of an IGT - International Game Technology outside investor resigned his seat on the slot machine manufacturer’s board of directors eight months after a contentious proxy fight landed him on the corporate governing body.

In a filing with the Securities and Exchange Commission late Friday, IGT said Daniel Silvers had resigned from the 10-person board. In addition, IGT’s board voted not to replace Silvers and reduced the panel’s size to nine members.

In the one-paragraph statement, IGT said Silvers’ principal occupation and business association had changed. Silvers had been an executive with Ader Investment Management, which is controlled by gaming analyst-turned-investor Jason Ader.

According to the filing, Ader Investment and another firm, Cumberland Associates, formed Owl Spring Asset Management. Silvers, IGT said, offered to resign “in accordance with the company’s corporate governance policy.”

Earlier this year, Ader sought to replace members of the IGT board with three candidates. Only Silvers was elected in March. In August, IGT expanded the board, adding two new directors with experience in the technology sector.

IGT Chairman Phil Satre said in August the board expansion was planned last fall, but put on hold when the proxy fight “interrupted” the process.

On June 30, IGT announced the company and Ader had settled their simmering differences. Ader agreed to a standstill provision for four years and IGT agreed to reimburse his costs related to the proxy fight, up to $2.5 million.

IGT and Ader agreed to a statement that was complimentary to each other and supportive of IGT’s management team.

In a statement released Friday night through a New York-based public relations firm, Ader said Silvers leaves IGT “in good hands” and the company has made “noteworthy improvements to its governance and capital allocation programs” since last summer.

“We are happy to have contributed to helping raise investor and shareholder awareness to historical challenges and are pleased with recent business and stock price performance,” Ader said. “We support the current direction and leadership and expect to be shareholders for the foreseeable future.”

In the same filing, IGT announced the board approved a new contract for company Chief Executive Officer Patti Hart. The contract replaces her 2009 employment agreement. Hart’s current base salary of $1 million a year and her annual target bonus level equal to between 150 percent and 300 percent of her base salary are unchanged.

The new employment agreement provides for certain severance benefits if Hart’s employment with IGT ends under certain circumstances.

Shares of IGT closed down $1, or 5.61 percent, on Monday, at $16.84.