Surge Components, facing proxy challenge, delays annual meeting

Surge Components Inc., a Deer Park electronic components supplier whose management is facing a proxy challenge, Friday announced that its board of directors is postponing the company’s annual meeting after dissident shareholders filed a lawsuit.

The annual meeting, previously scheduled for Nov. 22, will now be held on Jan. 5, the company said in a news release.

Shares of Surge fell 5 percent to 96 cents in over-the-counter trading Friday.

Dissident shareholders Bradley Rexroad and Michael Tofias, who together own more than 20 percent of Surge shares, formed Concerned Stockholders of Surge Components Inc. and have been seeking support in their run for board seats against co-founders Steve Lubman, the vice president, and Ira Levy, the chief executive and president.

The lawsuit, filed in Nevada, where Surge Components is incorporated, charged that the company had failed to provide a list of non-objecting beneficial owners of stock, known as NOBOs. NOBOs are stockholders who do not object to the issuer knowing their name, mailing address and how many shares they own.

“We believe that Nevada law requires Surge to provide us with a customary ‘NOBO’ list,” Tofias said in a statement issued Tuesday.

In Friday’s announcement, the Surge board said the “NOBO” list had been shared with the dissident shareholders despite the company’s contention that they are not entitled to the information.

“We have shared the shareholder information with Messrs. Tofias and Rexroad even though we have no obligation under the statute to do so and decided to consent to their demand to delay the annual meeting date,” the board said.

In recent weeks, Concerned Shareholders has filed documents with the Securities and Exchange Commission criticizing incumbent Surge management and calling for the board to seek a buyer.

A spokesman for Surge had no comment beyond the company’s news releases.

“We’ve asked on repeated occasions since July for this ‘NOBO’ list,” Rexroad said Friday in a telephone interview. “They’ve had several months to give us this list . . . They’re doing everything possible to prevent shareholders from deciding the future of the . . . company.”

The annual meeting is scheduled to take place at the company’s offices on Jefryn Boulevard.

The 35-year-old company distributes capacitors, and semiconductors for the energy, automotive, computer and telecommunication industries.

By Ken Schachter

kenneth.schachter@newsday.comkschach

Ken Schachter covers corporate news, including technology and aerospace, and other business topics for Newsday. He has also worked at The Miami Herald and The Jerusalem Post.