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Natus Medical Incorporated

(Name of Registrant as Specified in Its Charter)


Voce Catalyst Partners LP
Voce Capital Management LLC
Voce Capital LLC

J. Daniel Plants
Mark G. Gilreath
Lisa Wipperman Heine
Joshua H. Levine


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On June 11, 2018, Voce Capital Management LLC issued the following press release:





A voice for value




ISS Recommends Stockholders Vote FOR Election of Lisa Wipperman Heine and

Joshua H. Levine


ISS Critiques Natus’ Chronic Underperformance and Abysmal Corporate Governance


ISS Faults Board for Lack of Oversight and Sees Need for Meaningful Change


Voce Urges Stockholders to Follow ISS’s Recommendation to Vote on the BLUE Card


SAN FRANCISCO, June 11, 2018 – Voce Capital Management LLC (“Voce”), a long-term owner of Natus Medical Incorporated (Nasdaq: BABY) (“Natus” or the “Company”) and the owner of approximately 2.2% of its shares outstanding, today announced that leading proxy advisory firm Institutional Shareholder Services (“ISS”) has recommended that Natus stockholders vote FOR the election of both Voce nominees, Lisa Wipperman Heine and Joshua H. Levine, to Natus’ Board of Directors (the “Board”) at the upcoming Annual Meeting of Stockholders on June 22, 2018. Voce also urges Natus shareholders to vote on the BLUE proxy card FOR the removal of Chairman Robert Gunst and FOR the election of Mark Gilreath to replace Gunst as a Director.


In its detailed report and findings, ISS affirmed Voce’s criticisms of the performance, strategy and corporate governance of Natus. ISS concluded that stockholders should therefore vote on the BLUE proxy card:1



1Permission to quote ISS was neither sought nor obtained. Emphases added.


The Pyramid | 600 Montgomery Street

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Leading Proxy Advisory Firm ISS Supports Voce Capital’s Case For Change At Natus

June 11, 2018

Page 2 of 4


 With regard to Natus’ operational underperformance and M&A “roll-up” strategy, ISS noted:


In its analysis of Natus’ corporate governance generally and Board composition, Board Nominee Weiss and Voce’s nominees specifically, ISS found:




Leading Proxy Advisory Firm ISS Supports Voce Capital’s Case For Change At Natus

June 11, 2018

Page 3 of 4


J. Daniel Plants, Founder and Chief Investment Officer of Voce Capital, said, “We are extremely pleased that ISS supports our call for change at Natus and recommends stockholders vote for the election of our highly qualified nominees, Lisa Wipperman Heine and Joshua H. Levine, and its recommendation that stockholders vote on the BLUE proxy card. In its report, ISS echoes nearly all of the arguments we have presented to our fellow stockholders: Natus has chronically underperformed its peers; the strategy set by the Board and management has not served stockholders well; the Company’s corporate governance is poor; the independence of Board nominee Weiss should be severely doubted; and, most importantly, significant change is needed at the Board level. Our highly-qualified, independent Nominees are ready, willing and able to help drive that change.


“We also urge stockholders to support our proposal to remove Chairman Gunst as a Director. Chairman Gunst has shown, through his antiquated professional experience and lack of receptivity to stockholder concerns, that he’s an unacceptable choice to stand as the representative of independent Natus stockholders. On his 14-year watch, a culture of non-compliance, profound insularity and unwillingness or inability to hold management accountable has enfeebled Natus’ Board, undermining its credibility and impairing its ability to discharge its core duties with faith and care. Natus’ By-laws expressly provide for the removal by stockholders of any Director, with or without cause, and we believe Chairman Gunst must be held responsible for Natus’ decrepit corporate governance and other leadership infirmities.”


Leading Proxy Advisory Firm ISS Supports Voce Capital’s Case For Change At Natus

June 11, 2018

Page 4 of 4


“As a reminder, if Chairman Gunst is removed and Mr. Gilreath is elected to replace him, the newly-constituted Board will elect a new Chairman, who may or may not be one of Voce’s Nominees. As previously noted, even if all three of our Nominees are elected, they will not constitute a majority of the six-member Board and would not be able to enact any changes without the support of at least one legacy Director. It bears repeating that none of the Nominees have any relationship with Voce nor are they being compensated by Voce in any manner. Two of them are already Natus stockholders. Their sole motivation for running and serving is to represent the best interests of all Natus stockholders.”


Mr. Plants concluded: “We invite our fellow stockholders to join us in seeking to restore credibility to Natus’ Board by voting FOR Voce’s highly-qualified and independent Nominees, and FOR Voce’s Removal Proposal to replace Chairman Gunst. Each of Voce’s Nominees – Mark Gilreath, Lisa Wipperman Heine and Joshua H. Levine – have more than 25 years of medical device industry experience. If elected, they will bring their significant expertise and independent, thoughtful approaches to bear on the business and operational challenges confronting Natus, and they will help usher Natus’ corporate governance into the modern age. We look forward to seeing our fellow stockholders at the upcoming Annual Meeting on June 22, 2018 and urge stockholders to vote for change at Natus on the BLUE proxy card today.”




About Voce Capital Management LLC

Voce Capital Management LLC is a fundamental value-oriented, research-driven investment adviser founded in 2011 by J. Daniel Plants.  The San Francisco-based firm is 100% employee-owned. 

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