UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Rackable Systems, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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Rackable Systems Comments on Proxy
FREMONT, Calif., April 7, 2008 – Rackable Systems, Inc. (NASDAQ: RACK), a leading provider of servers and storage products for large-scale data centers, today announced that it intends to continue to oppose the Board nominations and stockholder proposal outlined in the proxy materials filed today by Richard Leza Jr. with respect to the company’s 2008 Annual Meeting of Stockholders.
As previously announced, the Nominating and Corporate Governance Committee carefully considered Leza’s Director nominations and determined that the two candidates do not have the qualifications that the Committee believes would be vital to maintaining a strong, independent, diverse and effective Board. Among other factors, the Committee determined that the proposed candidates lack relevant experience in Rackable Systems’ industry or with its potential customers, and lacked other qualifications that would make them valuable additions to Rackable Systems’ experienced Board.
Furthermore, the Board previously reviewed the advisory stockholder proposal set forth by Mr. Leza. The Board reiterated that while it recognizes the value and emerging trend of boards soliciting and considering stockholders’ views on executive compensation and disclosure, it continues to believe that there are more effective means for stockholders to communicate their views directly to the Board, and that this proposal is not the best approach at this time for the company, particularly in light of the highly competitive environment in which small and mid-sized technology firms operate.
“Consistent with our earlier conclusions, the Board continues to believe that Mr. Leza’s nominations as well as his proposal would not be in the best interests of Rackable Systems and its stockholders,” said Mark J. Barrenechea, President and Chief Executive Officer of Rackable Systems. “We recently added two highly qualified independent Board members, and both Rackable Systems’ Board and management team are committed to building the company, maintaining the highest standards of corporate governance, and maximizing value for all of our stockholders.”
About Rackable Systems
Rackable Systems, Inc. (NASDAQ:RACK) is a leading provider of Eco-Logical™ servers and storage products for large-scale data center deployments. The company’s products are designed to provide benefits in the areas of density, thermal efficiency, serviceability, power distribution, data center mobility and remote management. Founded in 1999 and based in Fremont, California, Rackable Systems is a founding member of The Green Grid and serves Internet, enterprise software, federal government, entertainment, financial services, oil and gas exploration and high performance-computing customers worldwide.
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Additional Information and Where to Find It
Rackable Systems, its directors and certain of its officers and employees are potential participants in a solicitation of proxies in connection with Rackable Systems’ 2008 annual meeting of stockholders. Information regarding the special interests of these directors, officers and employees will be included in any proxy statement filed by Rackable Systems in connection with the 2008 annual meeting. In addition, Rackable Systems files annual, quarterly and special reports, proxy, and other information with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov.
Rackable Systems will file a proxy statement in connection with its 2008 annual meeting of stockholders. Rackable Systems’ stockholders are strongly advised to read the proxy statement and the accompanying white proxy card when they become available, as they will contain important information, including information relating to the participants in such proxy solicitation. Stockholders will be able to obtain this proxy statement, any amendments or supplements to the proxy statement and other documents filed by Rackable Systems with the SEC for free at the internet website maintained by the SEC at www.sec.gov.
| Contact Information: | ||||
| Nicole Noutsios | Amy Bilbija | |||
| Rackable Systems, Inc. | MacKenzie Partners | |||
| 510-933-8088 | 650-798-5206 | |||
| investorrelations@rackable.com | abilbija@mackenziepartners.com | |||
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