Motorola Agrees to Back Icahn's Board Nominees

CHICAGO, April 7 -- Motorola made peace with Carl Icahn on Monday, heading off a proxy battle with the billionaire investor by agreeing to seat four of his nominees on its board of directors.

While the mobile phone maker remains in steep descent, the move avoids a second annual-meeting showdown with Icahn and silences -- for now -- his attacks in the media and in court on the company's managers and their decisions.

Motorola named Keith Meister, a managing director of Icahn investment funds, to its board and said it will endorse him and fellow Icahn nominee William R. Hambrecht for director slots. That virtually ensures that both will be elected at the company's May 5 shareholder meeting.

Motorola also pledged to seek input from Icahn on the planned separation of its mobile-devices operations and on its search for a chief executive for that business under the terms of the agreement. Icahn agreed not to solicit proxies at the annual meeting, to dismiss litigation against the company and to vote his shares in support of all of the board's director nominees.

Both Icahn and the Schaumburg, Ill., firm hailed the agreement as a move in the right direction.

"This is a very positive step for Motorola in that shareholder representatives will have strong input into board decisions affecting the future of our company," Icahn said in a news release. New Motorola chief executive Greg Brown said the company is "pleased to avoid a costly and distracting proxy contest."

Shares in the company, which rose 17 cents, to $9.84 Monday, are down nearly 40 percent this year.

Motorola has floundered since the second half of 2006 because of flawed pricing and marketing strategies, and the inability to follow up its blockbuster Razr phone with another hit. Brown, who succeeded Edward J. Zander in January, announced two weeks ago that the company will split its core handset unit from its other operations to form two separate publicly traded companies in hopes of reviving its main business.

Icahn -- who lost a proxy fight last year in his quest for a seat on the board -- forced another battle this year by scooping up more shares at depressed prices and increasing his stake to 142 million shares, or 6.3 percent. He proposed a rival slate of four candidates to the board and sued Motorola last month, seeking documents about its executives and its cellphone business.

Motorola last month reportedly offered to seat two of Icahn's nominees on the board but excluded Meister from the proposal, a rejection that Icahn called "intolerable" and "reprehensible."