- ISS recognized that Engine had not provided a credible plan to
run the Company
- ISS agrees that CEO succession should be led by the new Board
and not Engine
- Dye & Durham's Board recommends a
vote FOR all seven of the Company's nominees on
the GOLD Proxy or GOLD VIF
TORONTO, Dec. 6, 2024
/CNW/ - Dye & Durham Limited ("Dye & Durham" or the
"Company") (TSX: DND) today announced that the
independent proxy advisory firm Institutional Shareholder Services
("ISS") rejected Engine Capital LP's attempt to elect a
control slate of six directors to Dye & Durham's board of
directors (the "Board") at the Company's 2024 annual and
special meeting of shareholders (the "Annual Meeting")
scheduled for December 17, 2024.
In its report*, ISS recommended that shareholders vote FOR Dye
& Durham nominees Colleen
Moorehead, Mark Ernst,
David Oppenheimer, and Eric Shahinian. In addition:
ISS acknowledged that Engine's plan is inadequate:
"…[Engine] has not provided a sufficiently detailed
operating plan (a bar that must typically be met in a control
fight)."
ISS appeared to agree that the Board has the Company on the
right track:
"…the issues at the company going forward do not rise to a
level that a change in board control is immediately
required."
ISS also agreed with Dye & Durham contention that CEO
succession was a matter for the new Board, and should not be
pre-determined:
"…the matter of CEO succession would be best handled by a
reconfigured board."
ISS praised Dye & Durham's new nominees Mark Ernst and David
Oppenheimer noting that:
"…[they] should provide fresh, independent perspectives,
related industry experience, public company board experience, and
capital allocation experience. They are the result of recent
refreshment undertaken by the incumbent board. There are no evident
concerns about the experience of these first-time
nominees."
Colleen Moorehead, Chair of the
Board commented on ISS' report:
"We are pleased that ISS recognized the weakness of Engine's
purported plan and rejected its attempt to gain control of the
Board. As shareholders know, our Board has been substantially
refreshed with strong independence, shareholder representation, and
best-in-class governance practices. Our nominees have the right
skills and experience to provide effective oversight of our Company
and have extensive experience in leadership succession to lead an
orderly transition to a new world-class CEO."
"Engine's slate is poorly qualified and their proposed Chair and
Interim CEO, Hans Gieskes, has
dated, pre-internet era experience, a checkered work history, and
has demonstrated a lack of professionalism that is disqualifying
for a public company CEO. In addition, Arnaud Ajdler's personal
attacks against the Board and management team and his aggressive
pursuit of the Company's employees, render him unfit for the
boardroom. It is imperative that all seven of our nominees are
elected, and we strongly encourage shareholders to exercise their
vote to support our plan to continue driving extraordinary
growth."
Dye & Durham's Board unanimously recommends that
shareholders vote FOR all the Company's nominees on the
GOLD Proxy or GOLD VIF to protect and maximize
shareholder value. Each of the Company's highly qualified director
nominees contribute important skills, experience, and independent
shareholder-focused perspectives to Board deliberations. To
displace the Company's directors with Engine's poorly qualified
slate would be potentially value destructive and would not be in
the best interests of the business or its shareholders.
*Permission to use quotations from the ISS report was neither
sought nor obtained.
Additional information is available in the Company's recently
filed Letter to Shareholders, Management Information Circular,
presentation, and press releases, which can be found on SEDAR+
under the Company's profile at www.sedarplus.ca and on the Dye
& Durham's website.
Your vote is very important.
Vote FOR all Dye & Durham's nominees on
the GOLD Proxy or GOLD VIF to protect and maximize shareholder
value.
If you have any questions or need help voting
your shares, please contact Carson Proxy, at Toll Free:
1-800-530-5189 Local and Text: 416-751-2066 or
Email: info@carsonproxy.com.
Advisors
Dye & Durham has retained Goldman Sachs, as its strategic
advisor, Goodmans LLP and Groia & Company as its legal
advisors, Gagnier Communications LLC and Sovereign Advisory Inc. as
its strategic communications advisors, and Carson Proxy as its
proxy solicitor.
About Dye & Durham Limited
Dye & Durham Limited provides premier practice
management solutions empowering legal professionals every day,
delivers vital data insights to support critical corporate
transactions and enables the essential payments infrastructure
trusted by government and financial institutions. The company has
operations in Canada, the
United Kingdom, Ireland, Australia, and South
Africa.
Additional information can be found
at www.dyedurham.com.
Forward-Looking Statements
This press release may contain forward-looking information
within the meaning of applicable securities laws, which reflects
Dye & Durham's current expectations regarding future events. In
some cases, but not necessarily in all cases, forward-looking
statements can be identified by the use of forward looking
terminology such as "plans", "targets", "expects" or "does not
expect", "is expected", "an opportunity exists", "is positioned",
"estimates", "intends", "assumes", "anticipates" or "does not
anticipate" or "believes", or variations of such words and phrases
or state that certain actions, events or results "may", "could",
"would", "might", "will" or "will be taken", "occur" or "be
achieved". In addition, any statements that refer to expectations,
projections or other characterizations of future events or
circumstances contain forward-looking statements.
Forward-looking statements are not historical facts, nor
guarantees or assurances of future performance but instead
represent management's current beliefs, expectations, estimates and
projections regarding future events and operating performance.
Forward-looking information is based on a number of assumptions and
is subject to a number of risks and uncertainties, many of which
are beyond Dye & Durham's control, which could cause actual
results and events to differ materially from those that are
disclosed in or implied by such forward-looking information. Such
risks and uncertainties include, but are not limited to, the
factors discussed under "Risk Factors" in Dye & Durham's most
recent annual information form. Dye & Durham does not undertake
any obligation to update such forward-looking information, whether
as a result of new information, future events or otherwise, except
as expressly required by applicable law.
SOURCE Dye & Durham Limited