Notwithstanding BLFY's poor financial performance, upon approval by the stockholders of the 2022 Equity Plan, each non-employee director received 42,783 (299,481 shares in the aggregate) restricted shares worth $504,839 per director, or $3,533,876 in the aggregate and 106,959 stock options (748,713 stock options in total).
In addition, the compensation committee awarded Mr. Nesci a 2021 cash incentive bonus of $421,250, which equals approximately 60% of his 2021 salary of $700,000 and increased his other compensation by $50,780, which was a 49.56% increase from 2020.
On or about October 19, 2022, BLFY granted its senior management more than $12 million in stock options.
On or about December 1, 2022, Mr. Seidman served a book and records demand on the Company requesting, among other things, copies of any compensation reports that justified the granting of the restricted stock awards and options to the Board, and the granting of the stock options to senior management. Mr. Seidman also requested the Board minutes that justified the above grants. BLFY refused to provide this information, compelling Mr. Seidman to litigate this issue, and only provided the documents on the eve of a trial. Mr. Seidman does not believe that the documents provided by BLFY provide any support for any of the above grants by way of any peer analysis.
We are soliciting your support to elect the Committee Nominees, who we believe will collectively bring relevant industry, leadership, financial, and corporate governance experience and expertise into the boardroom to help instill accountability and drive improved performance and governance.
We Believe BLFY Has a Troubling History of Underperformance and Poor Corporate Governance Practices
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company currently has a classified Board of eight (8) directors divided into three (3) classes. The directors in each class are elected for staggered terms such that the term of office of one (1) class of directors expires at each annual meeting of stockholders. We believe that the terms of two (2) directors expire at the Annual Meeting. We are seeking your support at the Annual Meeting to elect our two Committee Nominees, Jennifer Corrou and Raymond Vanaria, for terms ending at the 2026 Annual Meeting. Your vote to elect the Committee Nominees will have the legal effect of replacing two incumbent directors of the Company with the Committee Nominees. If elected, the Committee Nominees will represent a minority of the members of the Board, and therefore it is not guaranteed that they will be able to implement any actions that they may believe are necessary to enhance stockholder value. However, we believe the election of the Committee Nominees is an important step in the right direction for enhancing long-term value at the Company. There is no assurance that any incumbent director will serve as a director if our Committee Nominees are elected to the Board. You should refer to the Company’s proxy statement for the names, background, qualifications and other information concerning the Company’s nominees.
This Proxy Statement is soliciting proxies to elect the two Committee Nominees. We have provided the required notice to the Company pursuant to the Universal Proxy Rules, including Rule 14a-19(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intend to solicit the holders of Common Stock representing at least 67% of the voting power of Common Stock entitled to vote on the election of directors in support of director nominees other than the Company’s nominees.
Other than as stated herein, there are no arrangements or understandings among the members of the Committee or any other person or persons pursuant to which the nomination of the Committee Nominees described herein is to be made, other than the consent by each of the Committee Nominees to be named as a nominee of the Committee in any proxy statement relating to the Annual Meeting and serving as a director of the Company if elected as such at the Annual Meeting. Other than as stated herein, the Committee Nominees are not a party adverse to the Company or any of its subsidiaries nor do the Committee Nominees have a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceeding.
We believe that each Committee Nominee presently is, and if elected as a director of the Company, each of the Committee Nominees would qualify as, an “independent director” within the meaning of (i) applicable NASDAQ listing standards applicable to board composition, including Rule 5605(a)(2), and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, we acknowledge that no director of a NASDAQ listed company qualifies as “independent” under the NASDAQ listing standards unless the board of directors affirmatively determines that such director is independent under such standards. Accordingly, we acknowledge that if any Committee Nominee is elected, the determination of such Committee Nominee’s independence under the NASDAQ listing standards ultimately rests with the judgment and discretion of the Board. No Committee Nominee is a member of the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards.
Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Committee Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Committee Nominee directly or indirectly beneficially owns any securities of the Company; (iii) no Committee Nominee owns any securities of the Company which are owned of record but not beneficially; (iv) no Committee Nominee has sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Committee Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Committee Nominee is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Committee Nominee owns beneficially, directly or indirectly, any securities of the Company; (viii) no Committee Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Committee Nominee or any of his or her associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Committee Nominee or any of his or her associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Committee Nominee has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting; (xii) no Committee Nominee holds any positions or offices with the Company; (xiii) no Committee Nominee has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with which any of the Committee Nominees has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There are no material proceedings to which any Committee Nominee or any of his or her associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to each of the Committee Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past 10 years.
We do not expect that the Committee Nominees will be unable to stand for election, but, in the event any Committee Nominee is unable to serve or for good cause will not serve, the shares of Common Stock represented by the enclosed BLUE universal proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Bylaws and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Committee Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, we would identify and properly nominate such substitute nominee(s) in accordance with the Bylaws and the shares of Common Stock represented by the enclosed BLUE universal proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting.
The Committee and BLFY will each be using a universal proxy card for voting on the election of directors at the Annual Meeting, which will include the names of all nominees for election to the Board. Each of the Committee Nominees has consented to being named as a nominee for election as a director of the Company in any proxy statement relating to the Annual Meeting. Stockholders will have the ability to vote for up to two nominees on the Committee’s enclosed BLUE universal proxy card. There is no need to use the Company’s white proxy card or voting instruction form, regardless of how you wish to vote.
The Committee is not responsible for the accuracy of any information provided by or relating to the Company or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Company or any other statements that BLFY or its representatives have made or may otherwise make.
Stockholders are permitted to vote for less than two nominees or for any combination (up to two total) of the Committee Nominees and the Company’s nominees on the BLUE universal proxy card. IMPORTANTLY, IF YOU MARK MORE THAN TWO “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID.
WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF THE COMMITTEE NOMINEES ON THE ENCLOSED BLUE UNIVERSAL PROXY CARD.
PROPOSAL TWO
RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As discussed in further detail in the Company’s proxy statement, the Audit Committee of the Board has retained KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and the Board is requesting that stockholders ratify such selection. Additional information regarding this proposal is contained in the Company’s proxy statement.
WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.
PROPOSAL THREE
APPROVAL OF THE MERGER AGREEMENT WITH THE COMPANY'S WHOLLY OWNED SUBSIDIARY FOR THE PURPOSE OF RESTATING THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS TO AMEND THE CERTIFICATE OF INCORPORATION AND BYLAWS
As discussed in further detail in the Company’s proxy statement, the Board has approved a merger agreement with the Company's newly formed, wholly owned subsidiary, BF Subsidiary, Inc. (the "Merger Agreement"), for the sole purpose of restating its Certificate of Incorporation in order to declassify the Board (beginning with the Company's 2027 annual meeting of shareholders) and eliminate supermajority voting provisions to amend the Certificte of Incorporatin and Bylaws of the Company. Additional information regarding this proposal is contained in the Company's proxy statement.
WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.
VOTING AND PROXY PROCEDURES
Only stockholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote. Stockholders who sell shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock. Stockholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares of Common Stock after the Record Date. Based on publicly available information, we believe that the only outstanding class of securities of the Company entitled to vote at the Annual Meeting is the shares of Common Stock.
Shares of Common Stock represented by properly executed BLUE universal proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Committee Nominees to the Board, FOR the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and FOR the approval of the Merger Agreement .
The Committee and BLFY will each be using a universal proxy card for voting on the election of directors at the Annual Meeting, which will include the names of all nominees for election to the Board. Stockholders will have the ability to vote for up to two nominees on the Committee’s enclosed BLUE universal proxy card. There is no need to use the Company’s white proxy card or voting instruction form, regardless of how you wish to vote.
The Company has a classified Board, which is currently divided into three classes. The terms of two directors expire at the Annual Meeting. Through the attached Proxy Statement and enclosed BLUE universal proxy card, we are soliciting proxies to elect two Committee Nominees.
Stockholders are permitted to vote for less than two nominees or for any combination (up to two total) of the Committee Nominees and the Company’s nominees on the BLUE universal proxy card. We believe the best opportunity for both of the Committee Nominees to be elected is by voting on the BLUE universal proxy card. The Committee therefore urges stockholders to use our BLUE universal proxy card to vote “FOR” both of the Committee Nominees.
IMPORTANTLY, IF YOU MARK MORE THAN TWO “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID. However, if you vote WITHHOLD with respect to one or two director nominee(s) and vote FOR two of the other director nominees, you will be considered as having voted FOR two nominees, and your submitted vote will be counted.
Quorum; Broker Non-Votes; Discretionary Voting
A quorum is the minimum number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting. The presence, in person or by proxy, of holders of a majority of the total number of outstanding shares of Common Stock entitled to vote constitutes a quorum at the Annual Meeting.
Abstentions and shares represented by “broker non-votes” will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as votes cast either in favor of or against a particular proposal. In addition, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”). Under applicable rules, your broker will not have discretionary authority to vote your shares at the Annual Meeting on any of the proposals.
If you are a stockholder of record, you may deliver your vote by mail or attend the Annual Meeting in person, to be counted in the determination of a quorum.
If you are a beneficial owner, your broker will vote your shares pursuant to your instructions, and those shares will count in the determination of a quorum. Brokers do not have discretionary authority to vote on any of the proposals at the Annual Meeting. Accordingly, unless you vote via proxy card or provide instructions to your broker, your shares of Common Stock will count for purposes of attaining a quorum, but will not be voted on those proposals. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting.
Votes Required for Approval
Proposal 1: Election of Directors ─ According to the Company’s proxy statement, directors are elected by a plurality vote. As a result, the two director nominees receiving the highest number of “FOR” votes will be elected as directors. If you vote “FOR” less than two (2) nominees in Proposal 1, your shares will only be voted “FOR” the nominee you have so marked. If you vote “FOR” more than two (2) nominees, all of your votes on Proposal 1 will be invalid and will not be counted. Abstentions, withhold votes, and any broker non-votes will have no direct effect on the outcome of the election of directors.
Proposal 2: Ratification of Independent Registered Public Accounting Firm ─ According to the Company’s proxy statement, ratification of the selection of KPMG LLP is determined by a majority of the votes cast on this matter. The Company has indicated that abstentions will not affect the outcome of the vote. Broker non-votes will not be counted as votes cast and will have no effect on the result of the vote on this proposal.
Proposal 3: Approval of the Merger Agreement - According to the Company's proxy statement, approval of the Merger Agreement requires a vote of a majority of the shares outstanding and entitled to vote. The Company has indicated that abstentions and broker non-votes will have the same effect as votes against the Merger Agreement.
If you sign and submit your BLUE universal proxy card without specifying how you would like your shares voted, your shares will be voted as specified above and in accordance with the discretion of the persons named on the BLUE universal proxy card with respect to any other matters that may be voted upon at the Annual Meeting.
Revocation of Proxies
Stockholders of the Company may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy), by delivering a written notice of revocation, or by signing and delivering a subsequently dated proxy which is properly completed. The latest dated proxy is the only one that will be counted. The revocation may be delivered either to the Committee in care of D.F. King at the address set forth herein or to the Company at 19 Park Avenue, Rutherford, New Jersey 07070, or any other address provided by the Company. Although a revocation is effective if delivered to the Company, the Committee requests that either the original or photostatic copies of all revocations be mailed to the Committee in care of D.F. King at the address set forth herein so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, D.F. King may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the election of the Committee Nominees.
IF YOU WISH TO VOTE FOR THE COMMITTEE NOMINEES, PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE UNIVERSAL PROXY CARD TODAY IN THE POSTAGE-PAID ENVELOPE PROVIDED.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is being made by the Committee. Proxies may be solicited by mail, facsimile, telephone, Internet, in person and by advertisements. Solicitations may be made by certain representatives of the Committee, none of whom will, except as described elsewhere in this Proxy Statement, receive additional compensation for such solicitation. The Committee Nominees may make solicitations of proxies and will not receive compensation for acting as director nominees.
The Committee has entered into an agreement with D.F. King for solicitation and advisory services in connection with this solicitation, for which D.F. King will receive a fee not to exceed $20,000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. D.F. King will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. The Committee has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. The Committee will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that D.F. King will employ approximately 10 persons to solicit the Company’s stockholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by the Committee. Costs of this solicitation of proxies are currently estimated to be approximately $50,000. The Committee estimates that through the date hereof, its expenses in connection with this solicitation are approximately $15,000. The Committee intends to seek reimbursement from the Company of all expenses it incurs in connection with the solicitation of proxies for the election of the Committee Nominees to the Board at the Annual Meeting. If such reimbursement is approved by the Board, the Committee does not intend to submit the question of such reimbursement to a vote of security holders of the Company.
ADDITIONAL PARTICIPANT INFORMATION
The participants in the solicitation are anticipated to be SAL, a New Jersey limited liability company, SIP, a New Jersey limited partnership, SIPII, a New Jersey limited partnership, SIPIII, a Delaware limited partnership, LSBK, a Florida limited liability company, Broad Park, a New Jersey limited liability company, Chewy, a Delaware limited partnership, Veteri, a New Jersey corporation, JBRC, a New Jersey limited liability company, Lawrence Seidman, a citizen of the United States of America, and the Committee Nominees (each, a “Participant” and collectively, the “Participants”).
The principal business address of each of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, Veteri, JBRC and Mr. Seidman is 100 Lanidex Plaza, Ste. 100, Parsippany, New Jersey 07054.
The principal business of each SAL, SIP, SIPII, SIPIII, LSBK, Broad Park and Chewy is investing in securities. The principal business of Veteri is serving as the corporate general partner of each of SIP and SIPII and the trading advisor of LSBK. The principal business of JBRC is serving as the co-general partner of SIPIII. The principal occupation of Mr. Seidman is serving (i) as the manager of SAL, (ii) the President of Veteri, (iii) the managing member of JBRC, and (iv) the investment manager for each of Broad Park and Chewy.
As of the date hereof, SAL directly owns 44,815 shares of Common Stock. As of the date hereof, SIP directly owns 26,551 shares of Common Stock. As of the date hereof, SIPII directly owns 20,244 shares of Common Stock. As of the date hereof, SIPIII directly owns 3,455 shares of Common Stock. As of the date hereof, LSBK directly owns 25,318 shares of Common Stock. As of the date hereof, Broad Park directly owns 29,683 shares of Common Stock. As of the date hereof, Chewy directly owns 4,443 shares of Common Stock. As of the date hereof, Veteri, as the corporate general partner of each of SIP and SIPII and the trading advisor of LSBK, may be deemed to beneficially own the 72,113 shares of Common Stock owned in the aggregate by SIP, SIPII and LSBK. As of the date hereof, JBRC, as the co-general partner of SIPIII, may be deemed to beneficially own the 3,455 shares of Common Stock owned by SIPIII. As of the date hereof, Lawrence Seidman directly owns 18,512 shares of Common Stock and (i) as the manager of SAL, (ii) the President of Veteri, (iii) the managing member of JBRC, and (iv) the investment manager for each of Broad Park and Chewy, may be deemed to beneficially own the 154,509 shares of Common Stock owned in the aggregate by SAL, SIP, SIPII, SIPIII, LSBK, Broad Park and Chewy. Each Participant disclaims beneficial ownership of the shares of Common Stock he, she or it does not directly own. For information regarding purchases and sales of securities of the Company during the past two years by certain of the Participants, see Schedule A.
Except as otherwise indicated in this Proxy Statement, the securities of the Company directly owned by each of the Participants were purchased with working capital or personal funds in open market purchases.
Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past ten (10) years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of the Company during the past two (2) years; (v) no part of the purchase price or market value of the securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his, her or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting.
There are no material proceedings to which any Participant or any of his, her or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to the Committee Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past ten (10) years.
OTHER MATTERS AND ADDITIONAL INFORMATION
The Committee is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which the Committee is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed BLUE universal proxy card will vote on such matters in their discretion.
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of the document to you if you contact our proxy solicitor, D.F. King, at the following address or phone number: 48 Wall Street, 22nd Floor, New York, New York 10005 or call toll free at (877) 283-0322. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address or phone number.
The information concerning the Company and the proposals in the Company’s proxy statement contained in this Proxy Statement has been taken from, or is based upon, publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete, to date we have not had access to the books and records of the Company, except for certain board minutes and compensation consulting reports provided to Mr. Seidman pursuant to his litigation with the Company in connection with the approval of the Benefit Plans, and were not involved in the preparation of such information and statements and are not in a position to verify such information and statements. All information relating to any person other than the Participants is given only to the knowledge of the Committee.
This Proxy Statement is dated March 30, 2023. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication to the contrary.
CERTAIN ADDITIONAL INFORMATION
WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING BASED ON OUR RELIANCE ON RULE 14A-5(C) UNDER THE EXCHANGE ACT. THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION CONCERNING EXECUTIVE COMPENSATION AND DIRECTOR COMPENSATION, INFORMATION CONCERNING THE COMMITTEES OF THE BOARD AND OTHER INFORMATION CONCERNING THE BOARD, INFORMATION CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND OTHER IMPORTANT INFORMATION. STOCKHOLDERS ARE DIRECTED TO REFER TO THE COMPANY’S PROXY STATEMENT FOR THE FOREGOING INFORMATION, INCLUDING INFORMATION REQUIRED BY ITEM 7 OF SCHEDULE 14A WITH REGARD TO THE COMPANY’S NOMINEES. STOCKHOLDERS CAN ACCESS THE COMPANY’S PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS DISCLOSING THIS INFORMATION, WITHOUT COST, ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
SEE SCHEDULE B FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.
