Stec Responds to Nomination of Dissident Directors

STEC, Inc. responded to the joint 13D/A filing notification made by Balch Hill LLC and Potomac Capital Management LLC announcing their slate of seven candidates to replace the entire STEC board of directors at the company’s upcoming 2013 annual meeting of shareholders.

"We are disappointed that despite the good faith efforts of our board of directors and management to engage in constructive dialogue with Balch Hill and Potomac Capital, they have chosen to discount our 2013 strategic plan to create shareholder value, and instead focus on what we believe is an unnecessary, disruptive and wasteful proxy contest to take control of STEC, all without paying a premium to shareholders," said Mark Moshayedi, STEC’s CEO and president. "As a constructive alternative to this unproductive course, our board has offered to initially interview four of Balch Hill/Potomac nominees, and is committed to formally present two of their nominees in the company’s proxy to stand for election to the board as director nominees at the 2013 annual meeting of shareholders.

"Management has already taken decisive action during the last few months to achieve cost reductions that are expected to yield savings of $8.8 million annually. Moreover, we continue to implement aggressive measures to reposition the company from an OEM-focused business model to an approach that also derives significant sales from direct enterprise customers, which in our view will create meaningful additional value for STEC’s shareholders. In contrast, we believe the dissident slate is committed to advancing a narrow, self-serving agenda to take control of STEC and potentially auction off the company for a price significantly below the company’s value, which clearly would not be in the best interests of all STEC shareholders.

"STEC’s board and management team remain fully committed to creating value for all shareholders through the successful execution of the company’s strategy."

The date for the 2013 annual meeting of shareholders has not yet been announced and shareholders are not required to take any action at this time with respect to the Balch Hill/Potomac Capital nominees or otherwise. Additional information regarding the 2013 annual meeting will be provided at the appropriate time.