HC2 Holdings Advises Stockholders to Revoke Their Consents to Percy Rockdale’s Proposals
HC2 Holdings (NYSE: HCHC) urges stockholders to reject Percy Rockdale's unsolicited proposals by revoking their consent with a WHITE card ahead of the 2020 Annual Meeting on July 8, 2020. The company emphasizes recent board refreshment, including new independent nominees and a commitment to reduce cash compensation for non-employee directors. CEO Phil Falcone pledged to forgo 2020 bonuses until the stock price averages $7.50 per share. HC2 encourages stockholder participation to ensure strategic objectives align with long-term value creation.
- New independent director nominees added to the Board following stockholder feedback.
- CEO's commitment to forgo bonuses until stock price meets specified threshold.
- Board reduced cash compensation by 25% for non-employee directors.
- Percy Rockdale's ongoing consent solicitation creates uncertainty and distraction.
HC2 Recommends Stockholders Sign, Date and Promptly Return the WHITE Consent Revocation Card and Mark “REVOKE MY CONSENT” Boxes to Oppose Each of Percy Rockdale’s Proposals and Support HC2’s Independent, Experienced and Highly-Qualified Directors
HC2 Advises Stockholders to Vote For HC2’s Full Slate of Directors at HC2’s 2020 Annual Meeting of Stockholders
NEW YORK, May 07, 2020 (GLOBE NEWSWIRE) -- HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE: HCHC), a diversified holding company, today reminded stockholders to review HC2’s extensive board refreshment, stockholder engagement and voluntary compensation reductions, before making a considered judgment on Board composition at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). The Company strongly advises that stockholders refrain from committing to a hasty decision and return the WHITE consent revocation card to revoke their consent to Percy Rockdale’s unnecessary consent solicitation, and recommends that stockholders support HC2’s slate of independent, experienced and highly-qualified directors at the forthcoming 2020 Annual Meeting mere weeks away.
Unfortunately, Percy Rockdale continues to agitate and extend its distracting and unnecessary consent solicitation past the May 7, 2020 deadline previously disclosed by Percy Rockdale, and with our 2020 Annual Meeting just weeks away. As previously announced, the 2020 Annual Meeting will be held on Wednesday, July 8, 2020, at a time and place to be subsequently determined, where stockholders will be offered ample opportunity to consider and advise the Company on its Board composition.
HC2 previously announced extensive Board refreshment and compensation adjustments as part of the Company’s ongoing stockholder engagement based directly upon stockholder feedback. These measures include:
- The addition of new independent nominees, Shelly C. Lombard and Jeffrey M. Tuder, to the Company’s slate of director nominees, as the result of constructive engagement with significant stockholder, JDS1, LLC, demonstrating the Board’s commitment to incorporating stockholder feedback;
- The appointment of independent director nominee, Avram A. “Avie” Glazer, as Chairman of the Board, if HC2’s slate of director nominees is elected at the 2020 Annual Meeting;
- Director and Chief Executive Officer Phil Falcone’s voluntary commitment to forgo any potential bonus payments in respect of 2020 performance or any future year performance, until HC2’s stock price reaches an average trading price of at least
$7.50 per share over a 30 trading day period; and
- The Board’s voluntary reduction of its cash compensation by
25% for Non-Employee Directors, effective April 28, 2020, as well as its commitment that total compensation to the Board in 2020 will not exceed the aggregate compensation paid to the Board in 2019, to which all members of the Company’s slate of director nominees have unanimously agreed.
HC2 looks forward to sharing with all stockholders its full slate of nominees for consideration at the 2020 Annual Meeting, and expects to announce the comprehensive slate soon.
The Company also encourages stockholders to visit http://www.HC2Vision.com to learn more about HC2’s leadership and plan to enhance value for all stockholders.
THE CHOICE IS CLEAR
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED WHITE CONSENT REVOCATION CARD
Your Board of Directors unanimously recommends that stockholders sign, date and promptly return the enclosed WHITE Consent Revocation Card and mark the “REVOKE MY CONSENT” boxes to oppose each of Percy Rockdale’s proposals and support HC2’s independent, experienced and highly qualified directors. Please do not return or otherwise vote any green consent card sent to you by Percy Rockdale—even as a protest vote against Percy Rockdale.
For more information, please go to: www.HC2vision.com
No matter how many or how few shares you own, your revocation of consent is extremely important to ensuring HC2 can carry out its strategic objective of creating near-term value and driving even higher returns over the long term for all of our stockholders. Please act today and make your voice heard regarding the future of HC2.
If you have any questions or need assistance in voting your shares, please contact our soliciting agent, Okapi Partners. Stockholders may call Okapi at (877) 629-6355. Banks and brokerage firms may call Okapi at (212) 297-0720. Stockholders, banks and brokerage firms may also contact Okapi via email at HC2consent@okapipartners.com.
If you have any questions or need assistance voting contact:
Okapi Partners
1212 Avenue of the Americas
New York, New York 10036
Banks and Brokers Call Collect: (212) 297-0720
All Others Call Toll Free: (877) 629-6355
Email: info@okapipartners.com
About HC2
HC2 Holdings, Inc. is a publicly traded (NYSE: HCHC) diversified holding company, which seeks opportunities to acquire and grow businesses that can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. HC2 has a diverse array of operating subsidiaries across multiple reportable segments, including Construction, Energy, Telecommunications, Life Sciences, Broadcasting, Insurance and Other. HC2’s largest operating subsidiary is DBM Global Inc., a family of companies providing fully integrated structural and steel construction services. Founded in 1994, HC2 is headquartered in New York, New York. Learn more about HC2 and its portfolio companies at www.hc2.com.
Cautionary Statement Regarding Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This communication, and certain oral statements made by our representatives from time to time may contain, forward-looking statements. Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might” or “continues” or similar expressions. The forward-looking statements in this communication include, without limitation, any statements regarding our expectations regarding building stockholder value, future cash flow, longer-term growth and invested assets, the timing or prospects of any refinancing of HC2’s remaining corporate debt, any statements regarding HC2’s expectations regarding entering definitive agreements in respect of the potential divestitures of Continental Insurance and/or DBM Global, reducing HC2’s leverage and related interest expense at the holding company level generally and with the net proceeds of such divestitures, reducing corporate overhead, growth opportunities at HC2’s Broadcasting and Energy businesses and unlocking value at HC2’s Life Sciences segment. Such statements are based on the beliefs and assumptions of HC2’s management and the management of HC2’s subsidiaries and portfolio companies. The Company believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company’s actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent statements and reports filed with the SEC, including in our reports on Forms 10-K, 10-Q and 8-K. Such important factors include, without limitation, issues related to the restatement of our financial statements; the fact that we have historically identified material weaknesses in our internal control over financial reporting, and any inability to remediate future material weaknesses; capital market conditions, including the ability of HC2 and its subsidiaries to raise capital; the ability of HC2’s subsidiaries and portfolio companies to generate sufficient net income and cash flows to make upstream cash distributions; volatility in the trading price of HC2’s common stock; the ability of HC2 and its subsidiaries and portfolio companies to identify any suitable future acquisition or disposition opportunities; our ability to realize efficiencies, cost savings, income and margin improvements, growth, economies of scale and other anticipated benefits of strategic transactions; difficulties related to the integration of financial reporting of acquired or target businesses; difficulties completing pending and future acquisitions and dispositions; activities by activist stockholders, including a proxy contest, consent solicitation or any unsolicited takeover proposal; effects of litigation, indemnification claims and other contingent liabilities; changes in regulations and tax laws; the risks and uncertainties associated with, and resulting from, the COVID-19 pandemic; and risks that may affect the performance of the operating subsidiaries and portfolio companies of the Company. Although HC2 believes its expectations and assumptions regarding its future operating performance are reasonable, there can be no assurance that the expectations reflected herein will be achieved. These risks and other important factors discussed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this communication.
You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to HC2 or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date hereof, and unless legally required, HC2 undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Additional Information and Where to Find It
HC2 plans to file a proxy statement (the “2020 Proxy Statement”), together with a WHITE proxy card, with the SEC, in connection with the solicitation of proxies for the 2020 Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2020 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HC2 FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain, free of charge, copies of the 2020 Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by HC2 with the SEC in connection with the 2020 Annual Meeting at the SEC’s website (http://www.sec.gov), at HC2’s website (http://ir.hc2.com) or by contacting Okapi Partners LLC by phone at (877) 629-6355, by email at info@okapipartners.com or by mail at 1212 Avenue of the Americas, 24th Floor, New York, New York 10036.
Participants in the Solicitation
HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies and consent revocation cards from stockholders in connection with the 2020 Annual Meeting. Additional information regarding the identity of these potential participants, none of whom (other than Philip A. Falcone, HC2’s President and Chief Executive Officer) owns in excess of one percent (
Contact:
Investor Relations
Garrett Edson
ir@hc2.com
(212) 235-2691
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