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Motorola, Inc. (NYSE: MOT) and Carl Icahn have reached an agreement under which William R. Hambrecht, founder, chairma and CEO of WR Hambrecht + Co. and co-founder ofHambrecht & Quist, and Keith Meister, a managing director of the Icahninvestment funds and principal executive officer of Icahn Enterprises, will be nominated for election to Motorola's Board of Directors at the 2008 Annual Meeting of Shareholders and included in the company's 2008 proxy statement. In addition, Meister has been appointed to serve on the Board, effective immediately.
In connection with the nomination of Messrs. Hambrecht and Meister, the Icahn Group, which beneficially owns, in the aggregate 144,562,000 shares of Motorola common stock, representing approximately 6.4% of Motorola's outstanding shares, has agreed not to solicit proxies in connection with the 2008 Annual Meeting and to vote its shares in support of all of the Board's director nominees.
In addition, Motorola has agreed to seek input from Mr. Icahn in connection with significant matters regarding the intended separation of the Mobile Devices business, including the search for a new CEO to head the Mobile Devices business.
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