Bradley L. Radoff and JEC II Associates reached agreement with VirnetX Holding Corporation (VHC)

Key Summary: In early 2023, Bradley L. Radoff and JEC II Associates (6.6%) nominated Radoff and Torok for the board. However, on March 29, they entered into a cooperation agreement with the company under which the board declared a $1.00 per share special dividend and committed to distribute 80% of potential net proceeds from the VirnetX litigation. The company also agreed to appoint a diverse independent director before the 2024 AGM, and Radoff withdrew his board nominations.

Market Cap: $93 million | VirnetX Holding Corporation, through its subsidiary VirnetX, Inc., operates as an Internet security software and technology company primarily in the United States.

On February 24, 2023, Bradley L. Radoff and JEC II Associates (together 6.6%) delivered a letter to the company nominating Messrs. Radoff and Torok for election to the Board at the 2023 annual meeting of stockholders. Source

On March 29, 2023, Bradley L. Radoff and JEC II Associates entered into a cooperation letter agreement with the company, pursuant to which the board agreed to declare and pay a special dividend of $1.00 per Share and the company agreed to promptly distribute to stockholders 80% of future proceeds, if any, and net of related legal costs, licensing costs and taxes that it receives resulting from the conclusion of VirnetX Inc. v. Apple, Inc. Pursuant to the Cooperation Agreement, the company also agreed to appoint a new independent director to improve diversity in the boardroom prior to the company’s 2024 AGM and Mr. Radoff agreed to irrevocably withdraw his nomination of candidates for election to the Board at the company’s 2023 AGM.

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