We note that the Board has retained a proxy solicitation firm. Hopefully this firm's advice focuses on discovering and communicating the opinions of your shareholders, rather than blindly pushing the Company toward a contested election. It is our opinion that a proxy contest is definitively not in the best interests of the Company and its shareholders. Not only will the inordinate monetary costs be fully borne by the stockholders (will leadership and the Board accept less money this year if they lose?), but a proxy contest will have the ancillary effect of distracting management and the Board from devoting the necessary time and attention to properly operating the business.
Your role as independent directors mandates that you have an open mind when engaging with large shareholders. It is only prudent to examine several opinions and exhaust all options prior to commencing an extremely costly course of action. The position of independent director was conceived to function as a representative of the shareholder who is not burdened with the conflicts of interest held by non-independent directors. Yet you seem to be willing to act counter to the wishes of your own constituency.
The time has come for you to assert yourselves in your role as shareholder representatives, not passive advocates for the status quo. We urge you to not let the metaphorical team suffer simply because certain players insist on never letting go of the ball.
We are long-term shareholders who would prefer nothing more than to continuously own this Company for several years. We are not demanding that the Company be put up for sale, nor advocating for the termination of any employees. As shareholder representatives, we simply want to be involved in crafting long-term operational and capital allocation strategies while holding management accountable for executing on stated goals and creating shareholder value.