Economist Carl J. Schramm has resigned from the board of directors at Helios and Matheson Analytics Inc., the parent company of MoviePass, saying management withheld material information from the board and made important corporate decisions without the board’s knowledge or approval.
“As you know, for several months now, I have raised questions and expressed concerns about the corporate governance of Helios and Matheson Analytics, Inc. HMNY, +1.04%[1] ” Schramm wrote in his resignation letter[2], dated August 25.
His concerns increased over the past eight weeks, he said, “as management apparently has made a number of important corporate decisions and executed significant transactions either without Board knowledge or approval, or in Board meetings initiated with only a few hours of advance notice by email (at least one of which I did not even know had been called until the meeting had concluded).”
“Just last week, I learned that management withheld material information from the Board for several months,” Schramm added. He did not specify what information was withheld.
Schramm also said that, as a board member, he was unable to obtain information about Helios and Matheson’s financial status and operations.
“I have sought, often unsuccessfully, information about the Company’s financial status and operations, and explanations of Company strategy,” he wrote.
He said he objected to how “a number of business decisions have been presented to the Board of Directors by management, without sufficient time for the Board to examine complex documents, to review significant transactions, or to discuss how the proposed actions fit into the Company’s strategic plan.”
“These and other actions have interfered with my ability to exercise my responsibilities as a board member,” he wrote. “Taken together, they confirm that, despite my best efforts, my ability to effectively discharge my duties as a director has been compromised beyond repair.”
Read: The spectacular rise and fall of MoviePass[3]
Don’t miss: Many MoviePass subscribers no longer find it trustworthy or reliable, survey finds[4]
Schramm is an economist and professor at the School of Information Studies at Syracuse University. In 2007, U.S. Secretary of Commerce Carlos Gutierrez chose Schramm to chair the Department of Commerce’s Measuring Innovation in the 21st Century Economic Advisory Committee. He also headed the Ewing Marion Kauffman Foundation, which provides grants to entrepreneurs, from 2002 to 2012. He had served on the board of Helios and Matheson since November 2016
When asked to comment on Schramm’s resignation, Helios and Matheson said in an email that it “recognizes Mr. Schramm’s contribution to the company” and referred MarketWatch to its the 8-K it filed on August 30.
“The Company is unaware of any unanswered requests for information by Mr....