Consolidated Water Co. Ltd. (NASDAQ Global Select Market: CWCO), a
leading designer, builder and operator of advanced water supply and
treatment plants, today issued the following statement commenting
on the reports issued by Institutional Shareholder Services (“ISS”)
and Glass Lewis regarding the Company’s May 28,
2024 Annual General Meeting of Shareholders:
The Company strongly disagrees with the
recommendations to withhold votes from Linda Beidler-D’Aguilar,
Brian E. Butler and Leonard J. Sokolow for re-election to the
Company’s Board of Directors (the “Board”). For the reasons
provided below, as well as those provided in the Company’s
definitive proxy statement filed on April 18, 2024 (the “Proxy
Statement”) with the Securities and Exchange Commission (the
“SEC”), the Company urges shareholders to vote “FOR” each of the
nominees for election, including Ms. Beidler-D’Aguilar, Mr. Butler
and Mr. Sokolow.
Linda Beidler-D’Aguilar
The ISS and Glass Lewis recommendations against
the re-election of Ms. Beidler-D’Aguilar are due to her attendance
at less than 75% of the aggregate number of (a) the total
number of meetings of the Board and (b) the total number of
meetings of all committees of the Board on which she served
(collectively, the “Aggregate Meetings”) held during 2023. Despite
not meeting the 75% threshold, Ms. Beidler-D’Aguilar attended 69%
of the Aggregate Meetings. Importantly, one of the meetings that
she missed was convened on only two days’ notice, and she already
had a previous commitment that could not be changed. Had she been
able to attend that one meeting, she would have attended over 75%
of the Aggregate Meetings held during 2023. Further, shareholders
should know that Ms. Beidler-D’Aguilar has attended 87% of the
Aggregate Meetings held from November 2018 to the date of this
press release.
Ms. Beidler-D’Aguilar has made a commitment to
the Company to attend at least 75% of the Aggregated Meetings
during 2024 and each following year. As evidence of that
commitment, Ms. Beidler-D’Aguilar has attended 100% of the
Aggregate Meetings held to date during 2024.
The Board believes that it is important that
Ms. Beidler-D’Aguilar be re-elected because of her more than
35 years of experience as an attorney; her legal, business and
financial knowledge acquired during that period; and her knowledge
of, and business contacts in, the Caribbean. Although
Ms. Beidler-D’Aguilar has served on the Board for coming up on
six years, she has been involved with the Company’s operations in
The Bahamas since 1994, resulting in over 30 years’ experience,
history and knowledge with the Company.
Additionally, the Board believes that
Ms. Beidler-D’Aguilar adds diversity of thought and experience
to the Board. She also brings gender diversity to the Board, being
the only director on the Board to identify as a female. This is
particularly important in light of Nasdaq’s diversity rule, which
requires Nasdaq-listed companies, such as the Company, to disclose
information about board diversity statistics and either include
women and minority directors on their boards or disclose why they
do not. The Board believes that the failure to re-elect Ms.
Beidler-D’Aguilar will diminish the capability and effectiveness of
the Board and negatively impact the Board’s progress with respect
to diversity and inclusion efforts.
Brian E. Butler
The Glass Lewis recommendation against Mr.
Butler is due to their concerns relating to board refreshment and
gender diversity coupled with Mr. Butler’s position as Chair of the
Company’s Nominations and Corporate Governance Committee (the “NCG
Committee”). While the Company and the NCG strongly support routine
director evaluation and understand the perceived value of periodic
board refreshment, they also believe that this must be balanced by
the need for changes to board composition based on an analysis of
skills and experience necessary for the Company, and must be viewed
from the perspective of the results of the Company and value
creation for shareholders, as opposed to relying solely on age or
tenure. In the Company’s view, and in light of the Company’s
business in a specialized field, a director’s experience can be a
valuable asset to shareholders because of the complex, critical
issues that the Board faces.
The Company believes that it is precisely
because of, and not in spite of, the average director’s tenure
being 24 years, that the Company has been able to thrive these past
several years where companies have faced unprecedented
challenges on a global scale. Throughout this time, the Board and
the Company’s executive management collaborated closely to ensure
the Company met its commitments to a broad range of stakeholders,
including employees, customers, the communities in which the
Company operates, suppliers, and of course the Company’s
shareholders. Amidst the challenges, the past fiscal year offered
another year for quality financial performance, and the Company
delivered positive results for its shareholders, including
returning approximately $5.5 million to shareholders in the
form of dividends and increasing the stock price by over 100%.
Further, the Company and the NCG believe that
the directors represent a wide range of backgrounds and expertise,
with one director identifying as female and three directors
identifying as “two or more races or ethnicities” under The NASDAQ
Stock Market’s diversity rules. This means that over 50% of the
non-executive members of the Board identify as a female or other
minority. The Company and the NCG believe that the diversity of
backgrounds, experiences, perspectives, and skills of the directors
contributes to the Board’s effectiveness in managing risk and
providing guidance that positions the Company for long-term
success. Further, of the eight directors, seven are independent,
including the Chairman of the Board, and the sole executive
director is Frederick W. McTaggart, who is the Chair of the
Company’s Environmental and Social Governance Committee.
The Company, the Board and the NCG are very
satisfied with the composition of the Board and would be hesitant
to make a change solely based upon age, tenure or diversity
consideration.
The Board believes that it is important that Mr.
Butler be re-elected because of his over 50 years of experience as
a property developer (over 45 of those years in the Caribbean); his
business and financial knowledge acquired during that period; and
his knowledge of, and business contacts in, the Cayman Islands. The
Board believes that the failure to re-elect Mr. Butler based upon
concerns relating to board refreshment and gender diversity would
not only be unwarranted, but would diminish the capability and
effectiveness of the Board.
Leonard J. Sokolow
The ISS recommendation against Mr. Sokolow is
due to him serving as the chief executive officer of a public
company and as a director of more than two additional public
companies, including the Company. As of the date the Proxy
Statement was filed with the SEC, in addition to serving as a
director of the Company, Mr. Sokolow served as Co-Chief Executive
Officer and a director of SKYX Platforms Corp. (Nasdaq: SKYX) and
served as a director of Vivos Therapeutics, Inc. (Nasdaq: VVOS) and
Agrify Corporation. However, since the filing of the Proxy
Statement, Mr. Sokolow has resigned as a director of Agrify
Corporation. Accordingly, as of the date hereof, Mr. Sokolow serves
as the chief executive officer of a public company and as a
director of only two other public companies, including the Company,
and, thus, is within the acceptable ISS parameters of additional
board directorship.
The Board believes that it is important that Mr.
Sokolow be re-elected because of his experience as a director and
principal executive officer; his legal, accounting, auditing and
consulting background; and his qualifications to serve as the
Company’s “audit committee financial expert.” With his background
in accounting, audit and finance (including his experience as a
Certified Public Accountant for Ernst & Young and KPMG Peat
Marwick), Mr. Sokolow serves as the Chair of the Company’s Audit
Committee and is the only current director of the Company who
qualifies as an “audit committee financial expert.” The Board
believes that the failure to re-elect Mr. Sokolow will diminish the
capability and effectiveness of the Board, and cause the Board to
operate without the benefit of an “audit committee financial
expert” unless or until another individual with similar
qualification is identified.
We urge stockholders to follow the
Board’s recommendation and vote “FOR” all the proposals in the
proxy statement, including the re-election of Ms.
Beidler-D’Aguilar, Mr. Butler and Mr. Sokolow. If you previously
voted “against” or withheld your vote any proposal, you may change
that vote simply by voting again TODAY. Only your latest-dated vote
will count!
Your vote is important, please vote your shares today.
- By
Internet: Go to www.proxyvote.com and follow the
instructions (have your proxy card available).
- By
Telephone: Call 1-800-690-6903 and follow the voice
prompts (have your proxy card available).
- By
Mail: If shareholders have received a proxy card,
shareholders should mark their vote, sign their name exactly as it
appears on the proxy card, date the card and return it in the
envelope provided.
About Consolidated Water Co. Ltd.
Consolidated Water Co. Ltd. develops and
operates advanced water supply and treatment plants and water
distribution systems. The Company designs, constructs and operates
seawater desalination facilities in the Cayman Islands, The Bahamas
and the British Virgin Islands, and designs, constructs and
operates water treatment and reuse facilities in the United States.
The Company recently entered the U.S. desalination market with a
contract to design, constructs, operate and maintain a seawater
desalination plant in Hawaii.
The Company also manufactures and services a
wide range of products and provides design, engineering,
management, operating and other services applicable to commercial
and municipal water production, supply and treatment, and
industrial water and wastewater treatment. For more information,
visit cwco.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes statements that may
constitute “forward-looking” statements, usually containing the
words “believe”, “estimate”, “project”, “intend”, “expect”,
“should”, “will” or similar expressions. These statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements
inherently involve risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements.
Factors that would cause or contribute to such differences include,
but are not limited to (i) continued acceptance of the Company’s
products and services in the marketplace; (ii) changes in its
relationships with the governments of the jurisdictions in which it
operates; (iii) the outcome of its negotiations with the Cayman
government regarding a new retail license agreement; (iv) the
collection of its delinquent accounts receivable in The Bahamas;
and (v) various other risks, as detailed in the Company’s periodic
report filings with the SEC. For more information about risks and
uncertainties associated with the Company’s business, please refer
to the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Risk Factors” sections of the
Company’s SEC filings, including, but not limited to, its annual
report on Form 10-K and quarterly reports on Form 10-Q, copies of
which may be obtained by contacting the Company’s Secretary at the
Company’s executive offices or at the “Investors – SEC Filings”
page of the Company’s website at http://ir.cwco.com/docs. Except as
otherwise required by law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
Important Shareholder
Information
The Company filed the Proxy Statement and a
proxy card on April 18, 2024 with the SEC in
connection with its solicitation of proxies for the 2024 Annual
General Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE
STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING
PROXY CARD, AND ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS
WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain the Proxy Statement, any amendments or
supplements to the Proxy Statement, and other documents, as and
when they become available, without charge from the SEC’s
website at www.sec.gov.
Participant Information
The Company, its directors, director nominees,
certain of its officers, and other employees are or will be
“participants” (as defined in Section 14(a) of
the U.S. Securities Exchange Act of 1934, as amended) in
the solicitation of proxies from the Company’s shareholders in
connection with the matters to be considered at the 2024 Annual
General Meeting of Shareholders. The identity, their direct or
indirect interests (by security holdings or otherwise), and other
information relating to the participants is available in the Proxy
Statement filed with the SEC on April 18, 2024, in
the section titled “Security Ownership of Certain Beneficial Owners
and Management and Related Shareholders Matters” (beginning on page
17). To the extent the holdings by the “participants” in the
solicitation reported in the Proxy Statement have changed, such
changes have been or will be reflected on “Statements of Change in
Ownership” on Forms 3, 4 or 5 filed with the SEC (where
applicable). All these documents are or will be available free of
charge at the SEC’s website at www.sec.gov.
Company Contact:David W. SasnettExecutive Vice
President and CFOTel (954) 509-8200Email Contact
Investor Relations Contact:Ron Both or Grant
StudeCMA Investor RelationsTel (949) 432-7566Email Contact
Media Contact:Tim RandallCMA Media RelationsTel
(949) 432-7572Email Contact
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