NCR amends bylaws to expand board size

Article Abstract:

NCR Corp amends its corporate bylaws in a further attempt to foil the hostile takeover by AT&T. The new bylaws will allow for the board of directors to be expanded to 20 and to appoint one of the new members chairman. The move is seen as a tactical move to thwart AT&T's attempts to oust the current chairman, Charles E. Exley Jr., from the board. Exley is one of four directors standing for re-election at NCR's annual meeting on Mar 28, 1991. The change in the bylaws requires a vote of approval from the majority of board members and 80 percent of the directors who have served continuously in the preceding two years. A majority of stockholders is required to vote on new directors, and 66 percent favor a takeover by AT&T. Even if Exley does lose his elected position at the annual meeting, the remaining board members can vote to expand the board, re-elect him, and then appoint him acting chairman.

Corporate directors, Strategic Planning, Board of Directors, Takeovers

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Key post for quota-beating salesman

Article Abstract:

Robert E. Allen, chairman of AT&T, appoints Gilbert P. Williamson as chief executive of NCR Corp. Williamson, a career NCR employee with a record as a successful salesman, is recommended by NCR Chmn Charles E. Exley Jr. Williamson will report to Allen and will be an AT&T director and a member of AT&T's management committee. Exley and Richard A. McGinn, president of AT&T Computer Systems, will be co-chairs of a transition team until the merger between AT&T and NCR Corp is completed, which is expected to take four or five months. Williamson will assume his new duties when the acquisition is concluded. It is not yet clear how much autonomy and independence Williamson and NCR will finally have.

Computer peripheral equipment, not elsewhere classified, Officials and employees, Telecommunications services industry, Telecommunications industry, Telephone companies, Appointments, resignations and dismissals, Telephone Company, Acquisition, Merger, Allen, Robert E., Williamson, Gilbert P.

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