Ashworth, Inc. announced that the company's board of directors has appointed Detlef Adler to serve as director. Mr. Adler will stand for election at the company's Annual Meeting of Stockholders scheduled for March 2006. The company's Corporate Governance and Nominating Committee is in the process of searching for two or three directors who possess the desired skill sets designed to enhance the diversity of experience on the company's board of directors. Mr. Adler brings to the board several of these desired skill sets. First, Mr. Adler has extensive supply chain related experience. Second, he is the CEO of Seidensticker Group, an international apparel company domiciled in Germany, and third, he represents Seidensticker, which is a beneficial shareholder of approximately 5.4% of the company's outstanding common stock at October 31, 2005.
Mr. Adler, 47, is CEO of Seidensticker which is a supplier of woven shirts to Ashworth as well as a major shareholder. Mr. Adler has been with Seidensticker since 1994 and served as the CFO from 1994 to 1996 when he was named the CEO. From 1989 to 1994, he served as the Director of Finance for Goldwell AG, which at the time was a subsidiary of Kao Corp. Japan. He was responsible for the finance-related function of all international subsidiaries for Goldwell.
To accommodate the election of Mr. Adler, the board also adopted a resolution to increase the authorized number of directors on the Board. Effective as of January 1, 2006, the exact number of directors of the company was increased from six to seven.
After the effective date of Mr. Adler's appointment, the Board will have seven directors comprised of six independent directors (as determined in accordance with NASDAQ's independence requirements) and one employee director. Mr. Adler has been appointed to serve on the Compensation and Human Resources and the Corporate Governance Committee and Nominating Committee.
There are no arrangements or understandings pursuant to which Mr. Adler was selected as a director of the company. However, Mr. Adler is the CEO of Seidensticker which has a supply arrangement with the company that will require disclosure pursuant to Item 404 of the Securities and Exchange Commission's Regulation S-K. The amount of business between Seidensticker and Ashworth is approximately $4.5 million a year. This amount has been determined to be well below NASDAQ's 5% threshold and, therefore, the Board has determined that Mr. Adler will be an independent member of the Board.
