Commenting on the relevant skills and many qualifications of Atlas’ and Blue Wolf’s nominees, ISS said:3
| | • | | “The dissident’s nominees have highly relevant skills and experience. Sean Erwin has experience as a director at two public companies and was CEO of Neenah Paper, Inc., whose products would appear to be similar to Verso’s.Timothy Lowe was CEO of Twin Rivers Paper Company and previously held executive and operational roles at other paper and pulp companies. Jeffrey Kirt brings financial knowledge and an investor’s viewpoint, as he has an extensive background with investments in industrial companies.” (Emphasis added.) |
| | • | | “The dissident nominees seem qualified to contribute industry expertise and an investor perspective, which could better align the board with the interests of shareholders. As such, votes for two of the three dissident nominees, Sean Erwin and Jeffrey Kirt, are warranted on the dissident (BLUE) card.” |
Finally, commenting on Verso’s proposal to ratify its recently adopted poison pill, ISS said:4
| | • | | “While the poison pill has aone-year term, less than the three-year threshold, and has been submitted to a shareholder vote, its 15 percent trigger fails to meet [ISS’s suggested] 20 percent threshold. Moreover, the poison pill does not include a qualifying offer clause. Given the concerns inherent with these features, support for this proposal is not warranted.” |
Commenting on the ISS recommendations, Tim Fazio, Managing Partner of Atlas, said, “We are gratified that ISS has recognized the many governance shortcomings of the Board and has supported our case for change by recommending the election of Sean Erwin and Jeffrey Kirt. We urge stockholders to also vote for Timothy Lowe, who holds ‘highly relevant skills and experience,’ as acknowledged by ISS.”
Commenting further, Mr. Fazio said, “In our view, the addition of these three independent voices is crucial to foster change and unlock value at Verso. We are confident our three highly-qualified, independent nominees will leverage their industry and operating experience to promote the development and implementation of a viable long-term strategy to operate and reposition the business.”
Delaware Chancery Court Ruling
On January 17, 2020, the Delaware Court of Chancery found that Atlas presented facts sufficient to establish a credible basis for the Court to infer that there may have been entrenchment motives and possible wrongdoing affecting the strategic review process that led to the Pixelle transaction. The Court found a few facts most compelling, including that the compensation of the Verso directors as an incentive to stay in office was “a logical point.” Accordingly, the court ordered Verso to produce certain information previously sought by Atlas in its lawsuit to investigate whether the Board engaged in wrongdoing related to the strategic review process.
VOTE TODAY!
Now is the time to vote your shares. Atlas and Blue Wolf encourage you to vote on theBLUE proxy card todayFOR the election of all THREE (3) of its highly-qualified independent nominees—Timothy Lowe, Sean Erwin and Jeffery Kirt.
