Three proxy advisory firms are offering their advice to shareholders of Pomeroy IT Solutions Inc., where a Massachusetts investor has fielded a rival slate of director nominees in a proxy fight that will culminate at the company's July 12 annual meetings.

Two of the firms opine that shareholders should shake up the Pomeroy board by adding two new directors nominated by Flagg Street Capital LLC. A third proxy advisory firm, meantime, thinks shareholders should withhold support both for Pomeroy's slate of director candidates and Flagg Street's.

Institutional Shareholder Services urged shareholders to support the election of Flagg Street nominees Richard Press and Michael Ruffolo, saying compensation and governance issues point to a need for a more independent board at Pomeroy.

"In our conversation with management, we did not find a reasonable explanation as to why David Pomeroy was succeeded by his son," said the Institutional Shareholder Services report, which added that Pomeroy's shareholder returns lagged those of peers.

Glass Lewis offered similar commentary in a report in which it supported the election of Flagg Street nominees Michael Ruffolo and Jonathan Starr, a founding member of Flagg Street, which owns about 10 percent of Pomeroy's shares.

"We believe the dissident nominees would more closely hold the company's management team responsible to improve the company's financial performance," the Glass Lewis report said.

Finally, Proxy Governance Inc. urged Pomeroy shareholders to vote neither for Flagg Street's proposed directors or Pomeroy's.

"We are not convinced by the dissidents' underlying claim that electing its nominees and replacing the CEO would enhance the company's long-term performance," said the Proxy Governance report. "We believe CEO Pomeroy should be given additional time to demonstrate improved performance."

But the group also urged shareholders to withhold support for Pomeroy directors William Lomicka and Vincent Rinaldi. It also urged shareholders not to vote for the company's chairman and founder, David Pomeroy. It argued the chairman's departure would lead to greater board independence.

E-mail dmonk@bizjournals.com. Call 513-337-9438.