SPAR (US:SGRP) Globenewswireยท2025-06-11 18:40Core Viewpoint - SPAR Group, Inc. is responding to false claims made by Robert G. Brown, a former chairman, regarding the company's board and management, asserting that his demands are self-serving and not in the interest of all shareholders [1][2][3]. Group 1: Background on Robert G. Brown - Robert G. Brown, who founded SPAR in 1967, has a history of disrupting the board for personal gain, leading to the resignation of independent directors and multiple CEOs [4]. - Brown's recent demands include $15 million in cash, $900,000 annually in consulting fees, and a long-term service agreement with his defunct business, which the board views as solely benefiting him [3][4]. Group 2: Board's Position and Actions - The board emphasizes that Brown has significant influence, holding two dedicated seats on the board and the ability to remove a director to gain further control [6][7]. - The board has stated that it is in compliance with its by-laws and has not improperly refused other candidates for director nominations [10]. Group 3: Financial and Legal Context - Brown is currently in violation of Section 16(b) of the Securities Exchange Act of 1934, and the company has demanded he return profits from short-swing trades [5]. - The company reported a loss in 2024 due to accounting treatment related to a joint venture sale, but asserts that its balance sheet remains strong [10]. Group 4: Shareholder Engagement and Recommendations - The board encourages shareholders to support the proposed Stock Compensation Plan, which aims to align executive compensation with performance [9]. - The company has set June 12, 2025, as the date for the annual meeting of stockholders and continues to welcome nominations that comply with its by-laws [10][12].