SCHEDULE 14A INFORMATION
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o Definitive Proxy Statement | ||
þ Definitive Additional Materials | ||
o Soliciting Material Pursuant to Rule 14a-12 |
ARBINET-THEXCHANGE, INC.
(Name of Registrant as Specified In Its Charter)
Alex Mashinsky
Robert A. Marmon
Governing Dynamics Investments, LLC
Thai Lee
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. |
o Fee computed on the table below per Exchange Act Rule 14a-6(i)(1) and0-11.
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR IMMEDIATE RELEASE
ISS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALEX MASHINSKY
AND ROBERT A. MARMON TO ARBINET BOARD OF DIRECTORS
AND ROBERT A. MARMON TO ARBINET BOARD OF DIRECTORS
Cites Company’s Poor Performance in Conclusion that Change in Needed
New York, NY, June 6, 2006 — Alex Mashinsky and Robert A. Marmon announced today that Institutional Shareholder Services (ISS) has recommended that shareholders vote “For” their election to the Board of Arbinet-thexchange (NASDAQ:ARBX) by voting the GREEN proxy card. ISS is the world’s leading provider of proxy voting and corporate governance services, and over 1,000 institutional investors rely upon its independent reports and recommendations.
In its analysis, ISS noted that, “The poor performance of the company and the dissidents’ background establish both the need for change and the dissidents’ ability to effect potential change.” ISS concluded that, “Given the dissidents’ previous role in the company, ISS believes that the election of the dissident slate may place the board in a better position to take steps to reinvigorate the company for further progress than the incumbent board.”
Commenting on the ISS recommendation, Alex Mashinsky stated, “Robert Marmon and I are pleased that ISS recognized the positive effect that Robert and I can have on Arbinet and its shareholders. We look forward to giving a voice to shareholders on the Arbinet Board in an effort to maximize value for all Arbinet shareholders.” Mr. Mashinsky added, “Receiving an endorsement from ISS is truly gratifying since they clearly studied the issues in this contest in great detail before making their recommendation. Unlike other proxy advisors, such as Glass Lewis, ISS took the time to meet with both sides before issuing their report and we appreciate that they did not rush out a recommendation before truly comprehending the issues in this contest.”
Shareholders are urged to vote the GREEN proxy promptly to send the Board a clear vote of “NO CONFIDENCE.” Shareholders who have any questions, or need assistance in voting the GREEN proxy card, are encouraged to call MacKenzie Partners, Inc. toll-free at (800) 322-2885.
Contacts:
MacKenzie Partners, Inc.
Bob Sandhu
Larry Dennedy
(212) 929-5500
MacKenzie Partners, Inc.
Bob Sandhu
Larry Dennedy
(212) 929-5500