Intends to Bring Three Business Proposals at the 2021 Annual Meeting Seeking to Amend Evercel’s Bylaws to Expand the Board and Elect Three New Highly-Qualified Directors
Issues Open Letter to Fellow Evercel Stockholders Detailing Why the Board Should be Enhanced to Help Improve the Company’s Transparency, Liquidity and Performance
Urges Stockholders to Vote on the BLUE Proxy Card in FAVOR of All Three of the Stockholder Group’s Proposals
NEW YORK, Sept. 27, 2021 (GLOBE NEWSWIRE) -- James D. Gerson and Richard A. Krantz (collectively, the “Stockholder Group” or “we”), the collective owners of approximately 12.0% of the outstanding voting stock of the Company, today announced that it has mailed a proxy statement and BLUE proxy card to solicit votes in favor of its three business proposals seeking to amend Evercel’s Bylaws in order to allow stockholders to expand the size of the Board of Directors (the “Board’) and fill the resulting vacancies with its slate of three highly-qualified directors – Daniel Lewis, Richard Lewisohn III and Alan Mitrani (the “Nominees”) – at the Company’s annual meeting of stockholders scheduled to be held virtually at 10:00 a.m. Eastern Time on Thursday, October 7, 2021 (the “Annual Meeting”).
The Stockholder Group also announced today that it has mailed a letter to stockholders detailing why stockholders should support its business proposals and elect its three director candidates, a copy of the letter can be found here www.saratogaproxy.com/Evercel
In its letter, the Stockholder Group explains why now is the time to expand the Board, noting the following viewpoints:
- Evercel has not lived up to its potential as a small cap focused growth company and has significantly underperformed the broader markets.
- Evercel’s lack of transparency and disclosures of the Company’s financial condition are a drain on stockholders’ liquidity. The Stockholder Group notes that the Company’s 2021 financial statements are still not available, despite the year ending almost 6 months ago.
- The Stockholder Group has concerns with the level of compensation paid to the Company’s CEO, Daniel Allen, despite the Company’s underperformance.
- The Stockholder Group believes the addition of three new highly-qualified director candidates could improve the Company’s performance, transparency and liquidity, including by strongly advocating for an up-listing to NASDAQ.
Since delivering notice of the Stockholder Group’s intent to bring three business proposals before the Annual Meeting, the Company has announced the approval of a share repurchase program. The Stockholder Group believes this announcement was a direct reaction to our proxy statement and proposals, and is intended to distract stockholders from the Company’s longstanding lack of performance. In addition, the Stockholder Group is puzzled how the Company could possibly repurchase any shares under the program while its current 2021 financial statements are not available.
At the Annual Meeting, the Company intends to nominate two incumbent directors for election to the Board. The Stockholder Group does not oppose the re-election of the Company’s nominees but believes that adding three more highly-qualified directors to the Board with skillsets is critical to maximizing stockholder value.
The Stockholder Group’s three business proposals are:
- A proposal to repeal any change to the Bylaws that may have been adopted by the Board on or after September 2, 2021 that could prevent the adoption of its proposed amendments to the Bylaws (the "Bylaw Restoration Proposal");
- A proposal to amend the Bylaws to permit stockholders to (i) increase the size of the Board and fix the size of the Board at nine members through the 2024 annual meeting of stockholders and (ii) fill vacancies on the Board, including the exclusive right to fill vacancies resulting from an expansion of the Board approved by stockholders (the "Bylaw Amendment Proposal"); and
- A proposal to elect, assuming the Bylaw Amendment Proposal is approved at the Annual Meeting, Daniel Lewis as a Class I director to the Board to serve a term expiring at the 2024 annual meeting of stockholders or until his successor is duly elected and qualified, Richard Lewisohn III as a Class II director to serve a term expiring at the 2022 annual meeting of stockholders or until his successor is duly elected and qualified, and Alan Mitrani as a Class III director to serve a term expiring at the 2023 annual meeting of stockholders or until his successor is duly elected and qualified (the "Election Proposal").
Your vote is extremely important. In order to expand the Board and allow stockholders to fill the resulting vacancies with three new highly-qualified directors, we must receive support from a majority of the Company’s outstanding shares on the Bylaw Restoration Proposal and Bylaw Amendment Proposal.
PLEASE VOTE TODAY BY TELEPHONE OR INTERNET. If the Bylaw Amendment Proposal is not approved and effective, there will be no vacancies on the Board to fill and Messrs. Lewis, Lewisohn and Mitrani will not be elected to the Board.
Below is additional information on each of the Stockholder Group’s nominees:
- Daniel Lewis, age 52, is the portfolio manager of Gem Partners L.P., a hedge fund offering portfolio management and advisory services. Mr. Lewis has significant investment experience and possesses a stockholder mindset to better align management with performance.
- Richard Lewisohn III, age 79, is a highly successful corporate finance executive and has substantial experience initiating, negotiating, structuring and financing acquisitions for publicly traded entities. Mr. Lewisohn was a Senior Managing Director at Burnham Securities Inc. He previously led the Corporate Finance Department at Herzfeld & Stern and was the Director of Investment Banking at Gruntal & Co. Mr. Lewisohn has also served on numerous boards giving him strong corporate governance experience.
- Alan Mitrani, age 47, is a successful hedge fund investor. He has over 25 years of investment experience, including both as a securities analyst and hedge fund manager. Mr. Mitrani is currently a Managing Director at Sylvan Lake Asset Management. Prior to joining Sylvan Lake, Mr. Mitrani was previously employed as a Partner at Copper Beech Capital Management, Inc., and an Equity Research Analyst at Donaldson, Lufkin & Jenrette Securities Corp.
PLEASE VOTE FOR THE BYLAW RESTORATION PROPOSAL, THE BYLAW AMENDMENT PROPOSAL AND FOR THE ELECTION OF ALL OF THE STOCKHOLDER GROUP’S NOMINEES ON THE BLUE PROXY CARD BY INTERNET OR TELEPHONE TODAY
If you have any questions or need help voting your shares, please contact Saratoga Proxy Consulting LLC at (888) 368-0379 or email info@saratogaproxy.com.
Voting is Quick & Easy!
1) Only your latest dated vote counts. If you have already voted Evercel’s white proxy card or provided your vote to their proxy solicitor over the phone, a later-dated vote on the BLUE card will revoke your prior vote.
2) Since time is short before the October 7th Annual Meeting, please vote by Internet or Telephone. You will need your control number which appears on your BLUE proxy card and/or BLUE voting instruction form. Please follow the instructions located on your BLUE proxy card and/or BLUE voting instruction form.
3) Please vote each and every BLUE voting form you receive since you may hold shares in more than one account. Do not vote any white voting form from Evercel, even as a protest vote.
Sources:
James D. Gerson
(914) 525-4542
Richard A. Krantz
(203) 362-8007
Investor Contact:
Saratoga Proxy Consulting LLC
John Ferguson / Ann Marie Mellone
(888) 368-0379
(212) 257-1311
