KING OF PRUSSIA, Pa., May 01, 2009 (BUSINESS WIRE) -- InterDigital, Inc. (NASDAQ:IDCC) announced it has made changes to its Board of Directors to regain compliance with NASDAQ Marketplace Rule 5605. As a result of the changes, effective immediately, D. Ridgely Bolgiano has stepped down from the Board, Robert S. Roath has resigned from certain Board committees and Board Chairman Harry G. Campagna has joined the audit committee.
NASDAQ Marketplace Rule 5605 requires an independent board majority and independent director oversight over audit matters, executive compensation and director nominations.
Immediately upon becoming aware that Mr. Roath was not considered independent due to his son's position as a partner at PricewaterhouseCoopers LLP (PWC), InterDigital's audit firm, the company notified NASDAQ and promptly moved to re-establish its compliance. PWC alerted InterDigital to the issue during PWC's annual review process to confirm the audit firm's own independence from InterDigital, which has never been impaired. Although Mr. Roath had previously disclosed his son's position to InterDigital and PWC, previous counsel to InterDigital had not identified that the relationship caused Mr. Roath's status on the Board to be non-independent.
The change in Mr. Roath's status, coupled with the passing of Board member Robert W. Shaner in September 2008, rendered InterDigital non-compliant with the requirement that independent directors must comprise a majority of the Board. In order to re-establish proper composition of both the Board and certain of its committees, the following changes have been made, effective immediately:
"InterDigital's Board of Directors and management are strongly committed to highly effective corporate governance, full disclosure and building long-term shareholder value," said Mr. Campagna. "We believe these values are reflected by our immediate acknowledgement, notification, and rectification of the governance issue. This year, we plan to add at least one new Board member to broaden and further strengthen our Board, through a search process that has been active since the passing of Bob Shaner last September."
Mr. Campagna concluded, "Finally, we would like to express our deep gratitude to Ridge Bolgiano for his tremendous contribution to InterDigital, both as a scientist and Board member. His legacy will be lasting."
InterDigital(R) designs, develops and provides advanced wireless technologies and products that drive voice and data communications. InterDigital is a leading contributor to the global wireless standards and holds a strong portfolio of patented technologies, which it licenses to manufacturers of 2G, 2.5G, 3G, and 802 products worldwide.
InterDigital is a registered trademark of InterDigital, Inc.
SOURCE: InterDigital, Inc.
Jack Indekeu, +1 610-878-7800
Janet Point, +1 610-878-7800
Copyright Business Wire 2009