May 1, 2009

InterDigital Announces Changes to Its Board of Directors to Re-Establish NASDAQ Compliance

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:

  • D. Ridgely Bolgiano, who was chief scientist of InterDigital through June 2008 and therefore not an independent director, resigned as a member of the Board. Mr. Bolgiano had planned to retire from his position on the Board in the near future.
  • Robert S. Roath resigned from the company's audit, compensation and nominating and corporate governance committees. Mr. Roath will continue to serve as a director.
  • Harry G. Campagna, the chairman of the Board, was appointed to serve as a member of the audit committee. Steven T. Clontz, an existing member of the audit committee, will be the audit committee financial expert going forward.

"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."

About InterDigital

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.

InterDigital, Inc.
Media Contact:
Jack Indekeu, +1 610-878-7800
jack.indekeu@interdigital.com
or
Investor Contact:
Janet Point, +1 610-878-7800
janet.point@interdigital.com

Copyright Business Wire 2009


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