Important Information
This filing is being made in the participants’ individual capacity, and not by or on behalf of Aerojet Rocketdyne Holdings, Inc. (the “Company”). No Company resources were used in connection with these materials. On June 1, 2022, Eileen P. Drake, General Kevin Chilton, USAF (Ret.), General Lance Lord, USAF (Ret.) and Thomas Corcoran (the “Incumbent Directors”) filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for a special meeting of stockholders of the Company to be held on June 30, 2022.
STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders may obtain a free copy of the definitive proxy statement, any amendments or supplements thereto and other documents that the Incumbent Directors file with the SEC from the SEC’s website at www.sec.gov. The Incumbent Directors, together with Gail Baker, Marion Blakey, Charles Bolden and Deborah Lee James, may be deemed participants in the solicitation of proxies from stockholders. Information about the participants is set forth in the definitive proxy statement.
UPDATE REGARDING DELAWARE LITIGATION
To ensure that stockholders of Aerojet Rocketdyne Holdings, Inc. (“Aerojet Rocketdyne” or the “Company”) have access to all information necessary to vote on a fully informed basis at the Special Stockholder Meeting to elect directors on June 30, 2022, the Committee for Aerojet Rocketdyne Shareholders and Value Maximization (the “Committee”) has made regular filings with the SEC containing information related to the Verified Complaint filed on February 7, 2022 by Plaintiffs Warren G. Lichtenstein, James R. Henderson, Audrey A. McNiff, and Martin Turchin (“Plaintiffs”), captioned In re Aerojet Rocketdyne Holdings, Inc., C.A. No. 2022-0127-LWW. Plaintiffs filed the Verified Complaint against their four fellow directors on the Board of Directors (the “Board”) of Aerojet Rocketdyne: Eileen Drake, Thomas Corcoran, General Lance Lord and General Kevin Chilton (“Defendants”).
In addition to the transcripts of witness testimony provided during all three days of trial, which the Committee has already provided in SEC filings, stockholders now have access to the evidence used during the trial at https://maximizeajrdvalue.com/exhibits-1.
The Committee invites stockholders to review all of the evidence and trial testimony in connection with the vote to elect the Company’s directors at the Special Meeting of Stockholders on June 30, 2022.
The Plaintiffs, led by Mr. Lichtenstein, have told the Court they seek various relief through the trial, including the following: Corrective disclosure confirming that (1) the press release issued in the Company’s name on February 1, the SEC filings issued on behalf of the Company on February 2, and statements to the media and stockholders by the Company’s personnel and public relations firm were unauthorized; (2) numerous violations took place of the Temporary Restraining Order (“TRO”) issued by the Court on February 23, 2022; (3) the lawyers advising a committee of non-management directors in connection with an investigation of the conduct of Mr. Lichtenstein had material conflicts of interest and (4) other matters as will be established at trial.
