1847 Goedeker Issues Statement Regarding Director Candidate Nominations From Kanen Wealth Management
September 09 2021 - 5:30PM
Business Wire
1847 Goedeker Inc. (NYSE American:GOED) ("Goedeker" or the
"Company"), one of the largest specialty ecommerce players in the
U.S. household appliances market, today announced that it has
received a notice from Kanen Wealth Management LLC (together with
its affiliates, “Kanen”) regarding its intent to nominate a
majority slate of five individuals for election to the Company’s
eight-member Board of Directors (the “Board”) at the Annual Meeting
of Stockholders (the “Annual Meeting”) scheduled to be held on
November 10, 2021. The Board will review Kanen’s notice and its
nominees’ qualifications prior to making recommendations related to
the election of directors in the Company's 2021 proxy statement,
which will be filed with the U.S. Securities and Exchange
Commission. Stockholders are not required to take any action at
this time.
Albert Fouerti, Goedeker’s Chief Executive Officer,
commented:
“We have the right leadership and strategy in place to pursue
growth and long-term value for stockholders. Prior to becoming
Chief Executive Officer and committing to increase my already
sizable stockholdings, I carefully considered the Board’s current
composition and its focus on continuing to add highly-qualified,
independent directors such as Alan P. Shor. I am confident in our
path forward now that we have completed the acquisition of
Appliances Connection, initiated a management transition and
released a six-point, ecommerce-focused plan. This is why it is
disturbing that Kanen has chosen to initiate what appears to be a
costly, distracting and unnecessary public campaign to obtain
control of the Board. We are still in the initial phases of
accelerating growth, and my goal is to avoid unwarranted
disruptions and focus on value creation.”
Since Goedeker completed the transformative acquisition of
Appliances Connection earlier this year, the Board has proactively
taken a number of decisive steps to lay a foundation for long-term
stockholder value. These steps include:
- Appointing Mr. Fouerti, a major stockholder, director and the
co-founder of Appliances Connection, to the Chief Executive Officer
position. Mr. Fouerti is a proven ecommerce leader with a track
record of growing and scaling specialty retailers. He has been
actively involved in the Company’s pre-existing efforts to refresh
the Board and add top talent to the management team.
- Appointing Ellery W. Roberts, a meaningful stockholder and
capital markets veteran, to the Executive Chairman position.
- Appointing Maria Johnson, a corporate finance veteran with two
decades of experience at companies such as Cheetah Digital, Inc.
and PepsiCo, Inc. (NASDAQ: PEP), to the Chief Financial Officer
position.
- Establishing a Strategic Planning Committee that includes
Messrs. Fouerti, Roberts and Shor, who recently joined the Board
following the announcement of the Appliances Connection
acquisition. The Strategic Planning Committee is focused on
supporting the management team as it works to continue integrating
the businesses and pursuing accelerated growth.
- Issuing a six-point, ecommerce-focused strategy for attaining
scale and market leadership in the home appliances segment,
including by investing in fulfillment network expansion and
best-in-class technology that supports life-long customer
loyalty.
- Committing to filling former Chief Executive Officer Doug
Moore’s Board seat with a highly-qualified, independent individual
and evaluating other opportunities to add diverse, experienced
directors with governance, fulfillment and ecommerce
experience.
- Initiating a rebranding process that will integrate Appliances
Connection and Goedeker into one holistic, unified brand.
Goedeker’s aligned leadership, which owns more than 9% of the
Company’s common stock, actively engages with a large cross-section
of stockholders.1 The Board and management have held multiple
conversations and maintained several exchanges with Kanen in recent
months. Our Nominating and Corporate Governance Committee has also
been having ongoing conversations with a director candidate put
forth by Kanen to assess whether he would add value to the Board.
This is why we are troubled by Kanen, a 5.5% stockholder, choosing
to commence a public campaign to seek control of the Board just
days after privately conveying an interest in working together in
an amicable manner. We question why Kanen would take this
aggressive step after the Board installed a new Chief Executive
Officer who is aligned, experienced and implementing a
well-articulated growth strategy.
The Board will closely review Kanen’s materials and work to
maintain a constructive dialogue with the firm’s principals.
However, we would be remiss not to note that our preliminary
assessment revealed that a majority of Kanen’s slate is
interconnected and appears to lack relevant skills for an
appliance-focused ecommerce business. We believe stockholders
should be extremely leery of any investor’s attempt to facilitate a
change in control of the Board without nominating a world-class
slate or offering stockholders any superior value proposition.
Bevilacqua PLLC and Vinson & Elkins LLP are acting as legal
counsel to Goedeker.
About Goedeker
Goedeker is an industry leading e-commerce destination for
appliances, furniture, and home goods. Through its June 2021
acquisition of Appliances Connection, Goedeker created one of the
largest pure-play online retailers of household appliances in the
United States. With warehouse fulfillment centers in the Northeast
and Midwest, as well as showrooms in Brooklyn, New York, and St.
Louis, Missouri, Goedeker offers one-stop shopping for national and
global brands. We carry many household name-brands, including
Bosch, Cafe, Frigidaire Pro, Whirlpool, LG, and Samsung, and also
carry many major luxury appliance brands such as Miele, Thermador,
La Cornue, Dacor, Ilve, Jenn-Air and Viking among others. We also
sell furniture, fitness equipment, plumbing fixtures, televisions,
outdoor appliances, and patio furniture, as well as commercial
appliances for builder and business clients. Learn more at
www.Goedekers.com.
Important Additional
Information
The Company, its directors and certain of its executive officers
will be deemed to be participants in the solicitation of proxies
from the Company’s stockholders in connection with the Annual
Meeting. Information regarding the names of the Company’s directors
and executive officers and their respective interests in the
Company by security holdings or otherwise is set forth in the
Company’s Form 1 Registration Statement, as amended (collectively,
the “S-1”), initially filed with the U.S. Securities and Exchange
Commission (the “SEC”) on May 3, 2021, and amended on each of May
13, 2021, May 24, 2021 and May 25, 2021. To the extent holdings of
the Company’s securities have changed since the amounts set forth
in the Company’s S-1, such changes have been reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 or Annual Statement of Changes in
Beneficial Ownership of Securities on Form 5 filed with the SEC.
These documents are available free of charge at the SEC’s website
at www.sec.gov. Information can also be found in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020 on
file with the SEC. The Company intends to file a definitive proxy
statement and a BLUE proxy card with the SEC in connection with any
such solicitation of proxies from the Company’s stockholders.
STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH
PROXY STATEMENT, ACCOMPANYING BLUE PROXY CARD AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
The Company’s definitive proxy statement for the Annual Meeting
will contain information regarding the direct and indirect
interest, by securities holding or otherwise, of the Company’s
directors and executive officers in the Company’s securities. If
the holdings of the Company’s securities change from the amounts
provided in the Company’s definitive proxy statement, then such
changes will be set forth in SEC filings on Form 3, 4, and 5.
Updated information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the definitive proxy
statement and other materials to be filed with the SEC in
connection with the Annual Meeting. Stockholders will be able to
obtain the definitive proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the
Company with the SEC at no charge on the SEC’s website at
www.sec.gov. Copies will also be available at no charge on the
Company’s website at www.goedekers.com.
_________________ 1 Stockholdings reflect ownership of the
Company’s directors and executives.
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version on businesswire.com: https://www.businesswire.com/news/home/20210909006173/en/
For Stockholders: Goedeker Investor Relations
ir@goedekers.com or Morrow Sodali Mike Verrechia, 800-662-5200
m.verrechia@morrowsodali.com
For Media: MKA Greg Marose / Charlotte Kiaie,
646-386-0091 GOED@mkacomms.com
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