Ed Zander, Motorola’s chief executive, on Thursday questioned whether Carl Icahn, the billionaire Wall Street investor, was sincere in his proxy battle for a seat on the Motorola board and accused Mr Icahn of “refusing to co-operate” with the board in selecting independent directors.
Mr Zander’s comments, in his latest letter to shareholders, come amid a flurry of claims and counterclaims as the two sides in the proxy battle prepare for Monday’s shareholder vote at Motorola’s annual meeting.
On Wednesday, during an interview on CNBC’s Closing Bell TV show, Mr Icahn raised the temperature by calling on the board to fire Mr Zander if he failed to keep his promise to turn Motorola’s troubled mobile phone business round by the fourth quarter.
Mr Icahn also said that during conversations with Motorola he had suggested that if the company did not want him on the board “another large shareholder” could take his place.
“Carl Icahn has not given us the name of ‘another large shareholder’ who could serve in lieu of him,” claimed Mr Zander. “Although we offered to work with Carl Icahn to identify two mutually acceptable, well-qualified independent directors to add to your board – one immediately, and an additional candidate as soon as practicable – Carl Icahn has refused to co-operate.”
Mr Zander added: “In fact, Carl Icahn has only suggested that an employee from his hedge fund staff, such as 34-year-old Keith Meister, and an additional independent director to be identified, could be added to the board in lieu of himself.
“We therefore do not believe Carl Icahn is sincere when he says that he is committed to serving on Motorola’s board.
“We question – as should you – whether Carl Icahn will act in the best interests of all Motorola stockholders, or just in the best interest of Carl Icahn.”
The Motorola chief executive also claimedt Mr Icahn had indicated that he would drop his demand for a board seat if Motorola agreed “to pursue his ill-advised, highly leveraged share repurchase” – an offer that Mr Zander said “revealed his true motives.