UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| | |
| ¨ | | Preliminary Proxy Statement |
| ¨ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | | Definitive Proxy Statement |
| x | | Definitive Additional Materials |
| ¨ | | Soliciting Material Pursuant to Rule 14a-12 |
Stillwater Mining Company
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| | | | |
| |
| x | | No fee required. |
| |
| ¨ | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | |
| | 1. | | Title of each class of securities to which transaction applies: |
| | | | |
| | 2. | | Aggregate number of securities to which transaction applies: |
| | | | |
| | 3. | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | | | |
| | 4. | | Proposed maximum aggregate value of transaction: |
| | | | |
| | 5. | | Total fee paid: |
| | |
| | | | |
| | | | |
| |
| ¨ | | Fee paid previously with preliminary materials. |
| |
| ¨ | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | |
| | 1. | | Amount Previously Paid: |
| | | | |
| | 2. | | Form, Schedule or Registration Statement No.: |
| | | | |
| | 3. | | Filing Party: |
| | | | |
| | 4. | | Date Filed: |
| | | | |
| PRESS RELEASE |
FOR IMMEDIATE RELEASE: April, 19, 2013
STILLWATER COMMENTS ON ISS REPORT
ISS’s Recommendation to Elect Four Clinton Group Nominees Would Result in Effective Control of Stillwater by a 1.3 Percent Shareholder
Urges Shareholders to Vote FOR All of Stillwater’s Director Nominees on WHITE Proxy Card
BILLINGS, MONTANA – Stillwater Mining Company (NYSE:SWC) (TSX:SWC.U) (“Stillwater” or the “Company”) today commented on a report issued by Institutional Shareholder Services (“ISS”), on April 19, 2013. Stillwater strongly disagrees with ISS’s analysis and is continuing to urge shareholders to vote FOR all of its highly qualified, incumbent director nominees at the Company’s 2013 Annual Shareholders Meeting, which will be held on May 2, 2013.
Frank McAllister, Stillwater’s Chairman and Chief Executive Officer, said, “We strongly disagree with the analysis and recommendation put forward by ISS. ISS bought into the Clinton Group’s misleading and selective facts about Stillwater and its history, and ultimately produced a flawed recommendation. If all four of these Clinton nominees are elected, it would represent a majority of independent directors or effective control of the Company. We do not believe that this would be in the best interests of all Stillwater shareholders. We will be communicating further with shareholders about why they should support Stillwater’s nominees and the defects of the ISS analysis.”
Mr. McAllister added, “The vote of our shareholders is critical, and our investors should not support a dissident hedge fund with a misguided, value destructive agenda. We urge shareholders to vote the white proxy to elect all of Stillwater’s nominees, who are committed to serving the best interests of all Stillwater shareholders.”
Stillwater notes that several analysts – financial experts with backgrounds in mining, who follow Stillwater on a regular basis – understand Stillwater’s business and agree with the Company’s proper analysis:
| | • | | “Having looked at the complaints of the Clinton Group, we have to say that we largely agree with Stillwater.” - Leon Esterhuizen, CIB,C March 20, 2013 |
| | • | | “SWC is the best pureplay. Stillwater is the largest North American PGM producer (75% of mine output is palladium, the remainder is mostly platinum) and in our view best positioned to benefit from supply challenges globally.” - Sam Dubinsky, Wells Fargo, February 19, 2013 |
1
| | • | | “The company is again working to grow its skilled worker base. Increased costs result in part from improved payments to its underground miners. We feel this should reduce labor turnover and thereby improve productivity.”—John Bridges, J.P. Morgan, March 27, 2013 |
In addition to financial analysts, independent third parties, who have a thorough understanding of Stillwater’s business and have a stake in its future success, have publicly expressed their support of Stillwater’s director nominees. For example:
| | • | | The United Steelworkers, the Union that represents many of Stillwater’s employees, has expressed opposition to the Clinton Group’s attempt to replace Stillwater’s Board of Directors and CEO, stating:“There is no question about what is best for the success of the Stillwater Mining Company and the USW’s membership in this upcoming proxy fight. CEO Frank McAllister and the existing Board of Directors have done a good job running the Company, and the Clinton Group’s attempt to replace them is meritless.” (United Steelworkers Letter to Stillwater Shareholders, April 7, 2013) |
| | • | | The Good Neighbor Agreement (GNA) Councils have encouraged shareholders of Stillwater to vote in support of the current Board and management, stating:“The Councils appreciate and respect the commitment shown by the current leadership of SMC over the last twelve years to implement and promote the GNA. The Councils encourage shareholders of SMC to vote in support of the current Board and management.” (Good Neighbor Agreement Councils Letter to Stillwater Shareholders, April 2, 2013) |
All shareholders of record as of March 6, 2013 are entitled to vote at the 2013 Annual Shareholders Meeting. Stillwater encourages all shareholders to carefully review its definitive proxy filing and other materials and vote only their WHITE proxy card. For more information about Stillwater’s 2013 Annual Shareholders Meeting, please visit www.supportstillwater.com.
About Stillwater Mining Company
Stillwater Mining Company is the only U.S. producer of palladium and platinum and is the largest primary producer of platinum group metals outside of South Africa and the Russian Federation. The Company’s shares are traded on the New York Stock Exchange under the symbol SWC and on the Toronto Stock Exchange under the symbol SWC.U. Information on Stillwater Mining Company can be found at its website: www.stillwatermining.com.
Some statements contained in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, therefore, involve uncertainties or risks that could cause actual results to differ materially. These statements may contain words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “projects”, “estimates,” “forecast,” “guidance,” or similar expressions. These statements are not guarantees of the Company’s future performance and are subject to risks, uncertainties and other important factors that could cause our actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Such statements include, but are not limited to, comments regarding expansion plans, costs, grade, production and recovery rates, permitting, financing needs, the terms of future credit facilities and capital expenditures, increases in processing capacity, cost reduction measures, safety, timing for engineering studies, and environmental permitting and compliance, litigation, labor matters and the palladium and platinum market. Additional information regarding factors, which could cause results to differ materially from management’s expectations, is found in the section entitled “Risk Factors” in the Company’s 2012 Annual Report on Form 10-K and in subsequent filings with the United States Securities & Exchange Commission. The Company intends that the forward-looking statements contained herein be subject to the above-mentioned statutory safe harbors. Investors are cautioned not to rely on forward-looking statements. The Company disclaims any obligation to update forward-looking statements.
2
INVESTOR CONTACT S
Mike Beckstead
(406) 373-8971
Or
Arthur Crozier / Jennifer Shotwell / Scott Winter
Innisfree M&A Incorporated
(212) 750-5833
MEDIA CONTACTS:
Dan Gagnier / Michael Henson
Sard Verbinnen & Co
(212) 687-8080
3
