LL Flooring Mails Letter to Shareholders Highlighting Board’s Highly Qualified and Engaged Directors
Underscores How
Thomas Sullivan Proxy Contest is Self-Serving and Personal; Jerald Hammann Owns Few Shares and Is Not Qualified to Serve as a Director
Urges Shareholders to Vote the Universal WHITE Proxy Card Today “FOR” ONLY LL Flooring’s Three Highly Qualified Director Nominees
Visit www.VoteLLFlooring.com for More Information
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LL Flooring has a highly qualified and engaged Board with the right mix of skills and expertise to oversee the Company’s strategic direction. - The Company’s Board of Directors and management team have determined a set of five strategic priorities and are taking decisive action to deliver on those priorities to drive value creation.
- The Board is also taking action to address near-term financing needs.
- Through its previously announced strategic alternatives review process, the Board has been carefully and thoroughly evaluating and engaging with third parties regarding indications of interest and non-binding proposals to acquire the Company.
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Thomas Sullivan has launched a proxy contest that is self-serving, personal and not in the best interests of all shareholders, and the Board believes he would push a personal agenda to acquireLL Flooring at a price that may undervalue the Company if elected to the Board. -
Jerald Hammann , who has nominated himself to the Board, only owns a few shares of the Company’s stock, lacks a cogent plan forLL Flooring and is not qualified to serve on LL Flooring’s Board.
The full text of the letter follows:
Dear Fellow Shareholders,
At our upcoming 2024 Annual Meeting of Stockholders on
In addition to
As you consider your vote, we would like to highlight the following:
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Mr. Sullivan’s proxy contest is self-serving, personal and not in the best interests of all shareholders and
Mr. Hammann is not qualified to serve on the Company’s Board. - Your Board and management team have determined a set of five strategic priorities and are taking decisive action to deliver on those priorities to drive value creation.
- Your Board is also taking action to address near-term financing needs.
- Through its previously announced strategic alternatives review process, your Board has been carefully and thoroughly evaluating and engaging with third parties regarding indications of interest and non-binding proposals to acquire the Company.
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LL Flooring has a highly qualified and engaged Board with the right mix of skills and expertise to oversee the Company’s execution of its strategic priorities and the Company’s overall strategic direction.
We urge you to support your Board by voting the universal WHITE proxy card today “FOR” ONLY LL Flooring’s three highly qualified director nominees –
Executing Our Strategic Plan for Growth and Value Creation
LL Flooring’s strategy, as crafted by management under the oversight of the Board, is the result of a thorough analysis of LL Flooring’s business, competitive positioning in the marketplace and current operational environment. The broader home improvement industry continues to face numerous headwinds driven by weaker home sales and compounded by elevated interest rates and inflation. These structural factors have led to softness in home improvement, remodel and big-ticket discretionary spending, and according to independent research conducted by
To best drive growth and value creation against this backdrop, your Board and management team have identified and begun executing on five clear strategic initiatives:
- Investing in growing the Pro business
- Driving customer engagement through CRM rollout
- Increasing brand awareness
- Driving product innovation and carpet growth
- Ensuring consistent customer experience
We strongly believe that the execution of our strategic initiatives, including our CRM and Pro initiatives, will improve the customer experience and help drive traffic to stores. Additionally, we are focused on unlocking cost savings, and have a number of active work streams underway to further rationalize costs. In addition to actions taken last year with respect to payroll and other cost reduction, we have taken actions in the first quarter of the current fiscal year to restructure and curtail expenses, which quarter-to-date have totaled approximately
In an effort to obtain the financial runway to execute on our strategic plan, in Q1 2024 we announced plans to pursue a sale of our approximately one million square foot distribution center in
Despite the cyclical factors, we remain focused on our execution and believe our strategy to increase brand awareness and deliver a more consistent end-to-end customer experience across our omnichannel network will gain traction and drive profitability.
Conducting a Thorough Strategic Alternatives Process
Your Board and management regularly evaluate the Company’s strategic direction and ongoing business plans and review potential alternatives with a view toward enhancing value. As announced in
As part of this process, the Board and management team have worked diligently with the Company’s independent financial and legal advisors to consider and evaluate, among other things:
- Technology and marketing investments;
- Diversification into new product lines;
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A potential sale of the Company’s
Sandston distribution center; - Potential strategic business combinations; and
- Other transactions with third parties, including indications of interest and non-binding proposals from several financial sponsors, many including multiple rounds of negotiations and proposals.
Your Board assembled to discuss these alternatives and to determine the best path forward for the Company 20 times in 2023 and five times in the first five months of 2024. Throughout this process, your Board has remained focused on ensuring
As part of the strategic alternatives review process, in
LL Flooring’s Highly Qualified and Engaged Director Nominees
Your LL Flooring Board has the right mix of skills and experience to oversee the execution of the Company’s five core growth strategies, support the team’s delivery of high-touch service for our customers and drive value. Your LL Flooring Board comprises nine highly qualified and engaged directors, eight of whom are independent. At the 2024 Annual Meeting of Stockholders,
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Douglas T. Moore
Current Chairman and CEO of CleanCore Solutions, Inc.
More than 25 years of retail experience, including as CEO of two public companies
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Ashish Parmar
Current Chief Information Officer ofStandard Industries, Inc.
More than 20 years of leadership and technology experience across luxury retail, logistics, and consumer electronics
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Nancy M. Taylor
Current LL Flooring Independent Board Chair; Former CEO of Tredegar Corporation
More than 25 years of business, finance, and leadership experience; brings strong corporate governance knowledge as public company director at TopBuild Corp. and Malibu Boats, Inc.
Messrs. Moore and Parmar and
If Elected, Mr. Sullivan’s Focus Would be to Acquire the Company
If elected to the Board, we believe the focus of
In accordance with the Company’s guidelines, two members of the
We firmly believe that LL Flooring’s current directors are the right directors with the right experience and skillsets to oversee the Company’s strategic direction and to maximize value.
Vote today “FOR” ONLY LL Flooring’s three highly qualified and engaged director nominees on the universal WHITE proxy card
Your Board unanimously recommends that you vote “FOR” the election of each of the three nominees proposed by your Board, Messrs. Moore and Parmar and
Your Board does not endorse
Your vote is very important. Even if you plan to attend the Annual Meeting, we request that you read the proxy statement and vote your shares by signing and dating the enclosed universal WHITE proxy card and returning it in the postage‐paid envelope provided or by voting via the Internet by following the instructions provided on the enclosed universal WHITE proxy card.
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Saratoga, at (888) 368‐0379 or (212) 257‐1311 or by email at |
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Forward Looking Statements
Certain statements in this press release may include statements of the Company’s expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995. These statements, which may be identified by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “assumes,” “believes,” “thinks,” “estimates,” “seeks,” “predicts,” “could,” “projects,” “targets,” “potential,” “will likely result,” and other similar terms and phrases, are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management as of the date of such statements.
These statements are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company’s control. These risks include, without limitation, the impact of any of the following: reduced consumer spending due to slower growth, economic recession, inflation, higher interest rates, and consumer sentiment; our advertising and overall marketing strategy, including anticipating consumer trends and increasing brand awareness; the results of our ongoing strategic review; a sustained period of inflation impacting consumer spending; our inability to execute on our key initiatives or if such key initiatives do not yield desired results; stock price volatility; competition, including alternative e-commerce offerings; liquidity and/or capital resources changes and the impact of any changes or limitations, including, without limitation, ability to borrow funds and/or renew or roll over existing indebtedness; transportation availability and costs, including the impact of the war in
The Company specifically disclaims any obligation to update these statements, which speak only as of the dates on which such statements are made, except as may be required under the federal securities laws.
Additional factors are set forth in the Company’s Annual Report on Form 10-K and Form 10-K/A for the year ended
View source version on businesswire.com: https://www.businesswire.com/news/home/20240602958250/en/
For further information:
LL Flooring Investor Relations
ICR
ir@llflooring.com
Tel: 804-420-9801
For media inquiries:
212-355-4449
info@saratogaproxy.com
Tel: 212-257-1311
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