Oberndorf Enterprises announces its intention to vote against Instructure’s proposed agreement and merger plan


SAN FRANCISCO – (COMMERCIAL THREAD) – Oberndorf Enterprises and its affiliated entities (“OEL”), as shareholders of Instructure, Inc. (NYSE: INST, “the Company”), today announced its intention to vote against the agreement and the merger plan recently proposed by the Company when and if it is put to the vote of the shareholders. OEL sent a letter to Mr. Buzz Waterhouse, Chairman of the Nominating and Corporate Governance Committee, and Mr. Steven Collins, Chairman of the Audit Committee, detailing his concerns regarding the sale process and conflicts of interests involving key board members and management team. For reasons detailed by other owners in public letters to the Company, OEL is concerned that the board of directors and management have not acted in the best interests of shareholders.

OEL recommended the appointment of a special independent committee with newly selected legal and financial advisers. The committee is expected to thoroughly review the details of the sale process to date, fully disclosing to shareholders any “clear milestones and target dates focused on profitability and growth” that the management team referred to on October 28.e the call for profits and devote full time and attention to all the strategic alternatives of the Company. We believe these steps can help shareholders make an informed decision when voting on any proposed merger deal.

Based on publicly available information, OEL also notes a prior review of the Company’s board of directors by Institutional Shareholder Services (“ISS”), a major shareholder advisory service. In the most recent year, Instructure’s board of directors received a Governance QualityScore of nine out of ten (ten indicating the highest possible risk of poor governance). OEL also notes that in each of the three years preceding the Company’s shareholders’ meeting, more than 20% of all votes cast were withheld in the election of directors of Mr. Waterhouse, Mr. William Conroy and Ms. Ellen Levy.

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