SPAR Group (NASDAQ: SGRP) has issued a response to former board member Robert G. Brown's allegations, revealing his demands for $15 million in cash, $900,000 annual consulting fees, and additional financial benefits. The company states Brown, 83, made false claims and self-serving demands, including requests for an evergreen consulting agreement at $75,000 monthly, rehiring his bankrupt company SBS, and acquiring his non-operational Infotech company. SPAR's board emphasizes that Brown's actions violate Section 16(b) of the Securities Exchange Act and breach the Change in Control Agreement from January 2022. The company refutes Brown's various claims about bylaw violations, board nominations, and compensation matters, stating that all corporate governance complies with Delaware laws, SEC, and NASDAQ regulations. The board maintains that Brown's demands are solely for personal gain and not in the interest of all stockholders.

Positive

• Company maintains strong corporate governance compliance with Delaware laws, SEC, and NASDAQ regulations
• Company's balance sheet is reported to be at its healthiest state
• Board has established transparent compensation plans based on expert input and stockholder value creation
• Company maintains two dedicated board seats for Brown's representatives, showing commitment to major shareholder representation

Negative

• Former chairman demanding $15 million cash payment and $900,000 annual consulting fees, potentially straining company resources
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