Engine Capital Calls on Dye & Durham’s Board of Directors to Stop Entrenchment Tactics and Not Take Steps to Delay the August 20th Special Meeting
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Members of the Board:
We are growing increasingly concerned that the Board is compounding Dye & Durham’s poor governance and entrenchment as shareholder dissent continues to escalate. Notwithstanding the recent appointment of
The Board’s decision to reject OneMove’s shareholder proposal is not credible, has no legal basis and is entirely tactical to further entrench the current directors and frustrate shareholders’ overwhelming desire for change. Additionally, the Company’s announcement suggests that the Board is seeking to constrain how
In prior communications, we have warned the Board not to use scorched-earth or frivolous legal tactics to disenfranchise its investors. At this point, we believe the Board is aware that a large portion of its shareholders believe that change is essential but is nonetheless focused on protecting the status quo by all means necessary. The Board must stop wasting valuable time and corporate assets, allow OneMove’s entirely valid proposal onto the agenda for the Special Meeting and affirm OneMove’s fundamental right to vote its shares as it sees fit. As we have recently seen at Gildan Activewear, boards of directors that frustrate the will of their shareholders do so at their own peril.
In another press release issued on
We believe it is critical for the Special Meeting to proceed as scheduled on
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Engine’s requisition was sent on
March 10, 2024 and the Board scheduled the meeting more than five months later. Any further delay would be unwarranted and entirely self-interested. - Given the abysmal performance of the Company under this Board, shareholders should not have to wait any longer to have an opportunity to vote for much-needed change.
- Giving more time to this Board is dangerous. We are concerned that any delay will provide additional time for the Board to engage in actions that further destroy shareholder value, including potential dilutive share issuances or ill-conceived acquisitions.
Finally, we would be remiss not to mention the continued value destruction under your leadership. Since the Company’s refinancing on
Engine continues to believe a peaceful resolution to this increasingly chaotic situation is the best path forward for the Company but is prepared to invest the time and resources all the way to the
Sincerely,
Managing Partner
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No Solicitation
This press release does not constitute a solicitation of a proxy within the meaning of applicable laws, and accordingly, DND shareholders are not being asked to give, withhold or revoke a proxy.
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