Mr. Hesham GadWith respect to Mr. Gad, as part of the vetting process, the Nominating and Governance Committee determined he was unfit to sit on the Rubicon Board for several reasons, including:
- Pleading guilty to theft from a prior employer in 2008, at the expense of charities no less , and
- Criminal charges of making false statements to a governmental authority in 2011.
|First Try - Paragon Technologies||Second Try - SED International Holdings|
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Mr. Jack JacobsAs a close associate of Mr. Gad's, we also question Mr. Jacobs' motivations. With ties to Mr. Gad, we believe Mr. Jacobs is being put forth simply to further Mr. Gad's self-interested agenda. Most notably, Mr. Jacobs served on the SED board shortly after Paragon seized control of the Company - a fact that was mysteriously omitted from the biography Paragon submitted to our Board. Paragon also omitted Mr. Jacobs' board service at SED in its first two draft proxy statements even though Paragon was required by law to include this material information. During Mr. Jacobs' short tenure as a director of SED, he approved fees to be paid to him and other non-executive directors, including a fee of $100,000 to Mr. Gad for his role as Executive Chairman. Soon thereafter, it appears that Mr. Jacobs resigned, citing unspecified personal reasons, without any further explanation. Mr. Jacobs also currently serves on Paragon's board with Mr. Gad. Considering Mr. Jacobs' close ties to Mr. Gad, we would ask you to consider - whose interests do you think he will protect, Mr. Gad's and Paragon's or those of all Rubicon stockholders? In addition to his ties to Mr. Gad, Mr. Jacobs has had his own business failures. He served twice on the Board of Directors of Premier Exhibitions, Inc., from January 28, 2009 to February 24, 2011 and from August 25, 2014 to March 16, 2015. According to public filings, during both of Mr. Jacobs' stints, Premier Exhibitions' suffered considerable financial losses. Despite his obvious alignment with Mr. Gad, in order to avoid a costly and distracting proxy contest, Rubicon was willing to consider appointing Mr. Jacobs to the Board. However, Mr. Gad responded that it was "not enough" for Paragon and insisted that he and Mr. Jacobs were a "package deal."
VOTE THE WHITE PROXY CARD TODAY - YOUR VOTE IS IMPORTANTWe believe that Mr. Gad and Mr. Jacobs are the wrong choice for our Board and our stockholders. The Board and management team are focused on strengthening our business in the face of challenging conditions in the sapphire industry and positioning Rubicon for long-term success. With your support, we will continue on our path to realize Rubicon's full potential. Whether or not you plan to attend Rubicon's annual meeting, you have the opportunity to protect your investment by voting the WHITE proxy card for Rubicon's nominees TODAY. The Company urges you to vote today by telephone, over the Internet, or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Thank you for your continued support. Sincerely, The Board of Directors
|Your Vote Is Important, No Matter How Many Or How Few Shares You Own.|
|If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the solicitation of proxies:|
|INNISFREE M&A INCORPORATED|
|Stockholders Call Toll-Free: (888) 750-5834|
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|We urge you NOT to sign any Blue proxy card sent to you by Paragon, as doing so will revoke your vote on the WHITE proxy card.|
1 E-mail from Sham Gad to Doug Kertscher (Oct. 13, 2015 4:00 PM) ( available at Brief of Petitioning Creditor at 22, In re SED Int'l Holdings, No. 16-53376 (Bankr. N.D. Ga. Mar. 31, 2016)