Urge for Stockholders to Vote the WHITE Proxy Card
Casella Waste Systems, Inc. (Nasdaq:CWST) (“Casella” or the “Company”), a regional solid waste, recycling, and
resource management services company, today announced that, in
connection with its 2015 Annual Meeting of Stockholders to be held
on November 6, 2015 (the “2015 Annual
Meeting”), its Board of Directors has issued an additional
letter to Casella’s stockholders.
The letter, which is being sent to stockholders together with a
WHITE proxy card, outlines the
backgrounds and credentials of all three of Casella's highly
qualified and very experienced nominees, John W. Casella, William P. Hulligan and James E.
O’Connor, why Casella believes that the insights,
experiences and competencies of its three nominees are central to
Casella’s strategic priorities and why Casella believes that the
nominees proposed by JCP Investment Management, LLC lack the
relevant experience necessary to drive long-term stockholder value.
In the letter, the Casella Board recommends that stockholders vote
on the WHITE proxy card
FOR the election of all three
of these highly qualified and very experienced nominees.
Stockholders are therefore urged to promptly vote the WHITE proxy card via internet, telephone or
mail by following the instructions provided. The Board also urges
stockholders to discard any gold proxy card or voting instruction
form they may receive from the JCP Group.
As previously disclosed, JCP Investment Management, LLC and the
other participants in its solicitation (the “JCP Group”) are
conducting a proxy contest and are seeking the election at the 2015
Annual Meeting of two director candidates in opposition to the
highly qualified and very experienced nominees unanimously
recommended by the Casella Board. In order for stockholders to have
access to all relevant information concerning the 2015 Annual
Meeting that Casella has made available, Casella has developed a
website focused on the 2015 Annual Meeting, which is accessible at
www.casellashareholders.com.
The full text of the letter is as follows:
October 1, 2015
Dear Fellow Casella Stockholder:
Over the past two and a half years, we have achieved significant
progress and momentum in executing on our strategy, strengthening
our management team, simplifying and streamlining our business,
reducing our exposure to risk, improving our financial performance
and positioning Casella for long-term growth and profitability.
While your Board has been taking decisive action to enhance the
value of your investment in Casella, JCP Investment Management,
LLC, a dissident investor led by James C. Pappas is seeking to
disrupt our strategic trajectory. As you may be aware, JCP is
waging a proxy contest to elect its own candidates, including Mr.
Pappas, to your Board at our upcoming 2015 Annual Meeting to be
held on Friday, November 6, 2015. Given the significant progress
and momentum we have achieved, we question the judgment and logic
of JCP Investment Management, LLC in forcing upon Casella a costly
and distracting proxy contest to replace highly qualified,
experienced and valued members of your Board of Directors with
candidates that we believe lack the relevant experience necessary
to drive long-term stockholder value. While Mr. Pappas would like
stockholders to believe that JCP is an investor for the “long-term”
which began investing in Casella some five years ago, JCP is an
activist investor which only began accumulating its current
holdings in Casella in May 2014.
You have an extremely important decision to make about the
future of Casella and who should oversee Casella’s ongoing efforts
to further improve its financial and operating performance and grow
stockholder value. Once you compare the director nominees proposed
by JCP with the nominees proposed by your Board, John W. Casella, William P. Hulligan and James E.
O’Connor, we hope you will vote on the
WHITE proxy card FOR ALL your Board’s nominees standing for
election to your Board at this year’s Annual Meeting. Your Board
urges you to sign and return the enclosed WHITE proxy card TODAY and vote FOR
ALL your Board’s nominees. We urge you not to sign or
return any gold proxy card you receive from JCP.
WE BELIEVE OUR THREE NOMINEES HAVE INSIGHTS,
EXPERIENCES AND COMPETENCIESTHAT ARE CENTRAL TO CASELLA’S
STRATEGIC PRIORITIES
We believe that our three nominees, John W. Casella, William P. Hulligan and James E.
O’Connor, bring to your Board perspectives, insights,
experiences and competencies that are central to Casella’s
strategic priorities and its continuing efforts to improve its
financial and operating performance and drive further increases in
stockholder value.
Casella’s Chairman of the Board and Chief Executive Officer
(CEO), John W. Casella, brings to your Board strategic insights and
extensive knowledge of Casella, the waste management industry and
the regional markets that Casella serves and extensive experience
and knowledge of Casella’s regulatory, competitive and political
environments. As Casella’s CEO and the only representative of
management on your Board, Mr. Casella has been responsible for
spearheading the transformative process Casella began more than two
and a half years ago and driving many of the strategic priorities
that we believe have resulted in significant improvements in our
financial and operating performance and, over the last year, a
significant increase in stockholder value.
Your Board also appreciates the need to balance the value that
longevity of service can bring to Casella with the value of new
ideas, perspectives and insights that can come through the addition
to the Board of new independent members. The appointments of
Messrs. Hulligan and O’Connor as new independent directors reflect
your Board’s continuing commitment to recruit new independent and
highly qualified directors who have perspectives, experiences and
competencies that expand the Board’s scope and depth.
Your Board believes that our newest independent directors and
nominees, Messrs. Hulligan and O’Connor (both of whom have joined
your Board within the past six months after a year-long process by
your Board to identify
one or more new independent directors with strong industry
experience to expand the depth and breadth of your Board), are two
of the most experienced, accomplished and admired individuals in
the waste management industry. We believe that their extensive
senior management and governance experience at leading waste
management companies and track record of driving growth and
stockholder value creation will be extremely valuable to Casella as
we continue to execute on our ongoing strategic initiatives to
drive revenues and enhance profitability.
JOHN W. CASELLA - Director since
1993Chairman of Board & Chief Executive Officer of Casella
Waste Systems, Inc.
- Possesses close to 40 years of waste management industry
experience building Casella and extensive operational and industry
expertise relevant to our markets, most notably the regulatory,
competitive and political sectors
- Understands the business and culture – has devoted his entire
career to building Casella into one of the most respected regional
waste management companies in the United States
- One of the two largest individual stockholders in Casella
- Led Casella’s transformation and strategic repositioning over
the last 2 ½ years
JAMES E. O'CONNOR - Director since
2015Retired Chairman of Board & Chief Executive Officer of
Republic Services, Inc.
- Industry veteran who brings over 40 years of waste management
industry experience
- Former Chairman and Chief Executive Officer of Republic
Services, Inc., the second largest waste management company in
North America, which, during his tenure, grew its annual revenues
from $1.4 billion to $8 billion, making it one of the largest waste
management companies in the world
- Previously spent close to 30 years at Waste Management, Inc.
where he held various senior management positions
- Member of the Board of Directors of Clean Energy Fuels Corp.
and the Canadian National Railway Company
WILLIAM P. HULLIGAN - Director since
2015Former President and Chief Operating Officer of Progressive
Waste Solutions Ltd.
- Industry veteran who brings over 40 years of waste management
industry experience
- Former President and Chief Operating Officer of Progressive
Waste Solutions Ltd., the third largest waste management company in
North America
- Former Executive Vice President of North America Operations of
Waste Services, Inc.
- Over 20 years at Waste Management, Inc., the largest waste
management company in North America, where he held various senior
management positions, including Executive Vice President. During
his tenure, Waste Management’s annual revenue grew from
approximately $1 billion to more than $6 billion
- Previously served on the Board of Directors of two
publicly-traded waste management companies
If Messrs. Casella, Hulligan and O’Connor are re-elected at the
2015 Annual Meeting, your Board would be composed of nine
directors, all of whom we believe to be highly qualified directors
dedicated to serving the best interests of all stockholders. Of
these nine directors, seven would be independent and four would
have joined your Board since 2008, bringing fresh perspectives and
relevant business experience to your Board. Further, your Board
would collectively possess a broad and diverse set of skills,
experiences and insights in the areas of solid waste collection,
recycling, disposal services, operations, accounting, finance,
investment banking, mergers and acquisitions, capital markets,
capital allocation, capital structure, risk management, and
strategic planning.
WE BELIEVE THAT JCP’S NOMINEES LACK THE
RELEVANT EXPERIENCENECESSARY TO DRIVE LONG-TERM STOCKHOLDER
VALUE
We believe that there are very real and stark differences
between our nominees and the candidates proposed by JCP. We believe
that experience matters and that none of JCP’s nominees have
experience comparable to that of either of the two members of your
Board that JCP is seeking to replace. Further, we do not believe
that any of JCP’s nominees would bring to your Board any relevant
insights, perspectives, skills or competencies not already present
among the current members of the Casella Board. Consider the
following with respect to JCP’s two proposed director
candidates:
- JCP Nominee Brett W. Frazier (Age
60) – Mr. Frazier has no public
company board experience. His board experience is
limited to serving on the board of directors of his local country
club. Accordingly, Mr. Frazier has no experience, as a public
company board member, overseeing management, directly developing or
implementing strategies to enhance long-term stockholder value or
fulfilling the important fiduciary duties owed to stockholders by
the directors of a public company.
- JCP Nominee James C. Pappas (Age
34) - Mr. Pappas has no experience in
the waste management industry, either as an executive or
as a member of a board of directors. Furthermore, while Mr. Pappas
refers to his relatively short tenure of working less than three
(3) years in investment banking as a “career with major investment
banking firms,” the facts are that Mr. Pappas was employed during
that short period by two different firms, in each case as a
junior-level investment banking analyst. In addition, Mr. Pappas’
public company board experience has mostly been limited to
food-related companies and an exploration stage Canadian mining
company that had its stock traded in the Over-the-Counter (OTC)
market. This publicly-traded,
exploration-stage, Canadian mining company ceased operations in
2013 during Mr. Pappas’ tenure on its board of directors after
failing to identify a suitable strategic option. In the
company’s press release announcing that it would be ceasing
operations, it also announced that Mr. Pappas had communicated his
intention to resign from its board of directors. As such, in
addition to having no waste management industry experience and no
substantial investment banking experience, we believe that Mr.
Pappas has no relevant public company board experience or track
record that would provide him with the insights, experiences,
skills and competencies, or industry knowledge, that are relevant
to Casella’s strategic priorities.
SUPPORT YOUR BOARD’S HIGHLY QUALIFIED
NOMINEESBY VOTING THE WHITE
PROXY CARD TODAY
The upcoming Annual Meeting is a significant event that could
determine the future of Casella. Your vote is important – no
matter how many shares you own – as no stockholder is too
small.
Whether or not you plan to attend the Annual Meeting, we urge
you to sign, date and return the enclosed WHITE proxy card in the postage-paid
envelope provided and vote FOR
ALL your Board’s highly qualified and very experienced
nominees – John W. Casella, William P.
Hulligan and James E. O’Connor. You may also vote by
telephone or Internet by following the instructions on the enclosed
WHITE proxy card.
We also urge you to discard any proxy card or voting instruction
form you may receive from JCP. Even a WITHHOLD vote with respect to
JCP’s nominees on its proxy card will cancel any proxy previously
given to Casella. If you previously signed a proxy card sent to you
by JCP, you can revoke that proxy card and vote for your Board’s
recommended nominees by voting a new WHITE proxy card. Only your latest-dated
proxy card will count. Your Board encourages you to vote each
WHITE proxy card you
receive.
On behalf of your Board of Directors, we thank you for your
continued support of Casella. We look forward to communicating
further with you in the coming weeks.
Sincerely,
John W. Casella Gregory B. Peters Chairman
& CEO Lead Independent Director
If you have any questions, require
additional copies of Casella’s proxy materials or need assistance
invoting your WHITE proxy card,
please contact our proxy solicitor at the phone numbers or email
listedbelow:
Mackenzie Partners, Inc.
105 Madison AvenueNew York, New York 10016(212)
929-5500 (Call Collect) or Call Toll-Free (800) 322-2885Email:
proxy@mackenziepartners.com
Forward-Looking Statements
Certain matters discussed in this letter are “forward-looking
statements” intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of
1995. These forward-looking statements can generally be identified
as such by the context of the statements, including words such as
“believe,” “expect,” “anticipate,” “plan,” “may,” “would,”
“intend,” “estimate,” “guidance” and other similar expressions,
whether in the negative or affirmative. Similarly, statements that
describe the objectives, plans or goals of Casella are
forward-looking. Such forward-looking statements include, but are
not limited to, statements regarding the anticipated proxy contest
by JCP Investment Management, LLC and the other participants in its
solicitation, Casella’s initiatives to improve Casella’s
performance and increase its growth and profitability, Casella’s
future operational and financial performance, Casella’s actions
taken or contemplated to enhance its long-term prospects and
enhance value for its stockholders, Casella’s efforts to execute on
and implement its strategic plan, Casella’s plans to simplify its
business structure, Casella’s actions taken or contemplated with
respect to corporate and board governance, Casella’s plans to
improve its cash flows and reduce its risk exposure by divesting or
closing operations that do not fit within its core strategy,
Casella’s plans to strengthen its balance sheet, promote financial
flexibility and position Casella to achieve its target growth
trajectory and Casella’s plans to achieve its three (3) year
financial objectives and to drive additional value creation for the
benefit of all its stockholders. These forward-looking statements
are based on current expectations, estimates, forecasts and
projections and management’s current beliefs and assumptions and,
accordingly, are not guarantees of future performance. Such
forward-looking statements, and all phases of Casella’s operations,
involve a number of risks and uncertainties, any one or more of
which could cause actual results to differ materially from those
described in Casella’s forward-looking statements. There are a
number of important risks and uncertainties that could cause
Casella’s actual events to differ materially from those indicated
or implied by such forward-looking statements. These additional
risks and uncertainties include, without limitation, risks related
to the actions of JCP and other activist stockholders, including
the amount of related costs incurred by Casella and the disruption
caused to Casella’s business activities by these actions and those
risks detailed in Item 1A, “Risk Factors” in Casella’s Form 10-KT
for the transition period ended December 31, 2014, in its Form 10-Q
for the quarterly period ended June 30, 2015 and in its subsequent
filings with the SEC. Accordingly, you should not rely upon
forward-looking statements as a prediction of actual results.
Casella undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Important Information And Where To Find It
Casella, its directors and certain of its executive officers are
deemed to be participants in the solicitation of proxies from
Casella’s stockholders in connection with the matters to be
considered at Casella’s 2015 Annual Meeting of Stockholders. On
September 22, 2015, Casella filed a definitive proxy statement and
accompanying definitive WHITE proxy card with the Securities
and Exchange Commission (“SEC”) in
connection with the solicitation of proxies from Casella
stockholders in connection with the matters to be considered at
Casella’s 2015 Annual Meeting of Stockholders. Information
regarding the identity of participants, and their direct or
indirect interests, by security holdings or otherwise, is set forth
in such definitive proxy statement, including the schedules and
appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING
WHITE PROXY CARD AND OTHER DOCUMENTS
FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain the definitive proxy
statement, any amendments or supplements to the definitive proxy
statement, the accompanying definitive WHITE proxy card, and any other
documents filed by Casella with the SEC for no charge at the SEC’s
website at www.sec.gov. Copies are also available at no charge at
the Investor Relations section of Casella’s corporate website at
www.casella.com, by writing to Casella’s Corporate Secretary at
Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, VT
05701, or by calling Casella’s Corporate Secretary at
(802) 772-2257.
###
Casella is being advised in connection with the proxy contest by
Wilmer Cutler Pickering Hale and Dorr LLP and Morgan, Lewis &
Bockius LLP. Mackenzie Partners, Inc. is serving as Casella’s proxy
solicitor.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont,
provides solid waste management services consisting of collection,
transfer, disposal, and recycling services in the northeastern
United States. For further information, investors may contact Ned
Coletta, Chief Financial Officer at (802) 772-2239; media may
contact Joseph Fusco, Vice President at (802) 772-2247; and anyone
may visit Casella's website at http://www.casella.com.
Forward-Looking Statements
Certain matters discussed in this press release are
“forward-looking statements” intended to qualify for the safe
harbors from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
generally be identified as such by the context of the statements,
including words such as “believe,” “expect,” “anticipate,” “plan,”
“may,” “would,” “intend,” “estimate,” “guidance” and other similar
expressions, whether in the negative or affirmative. Similarly,
statements that describe the objectives, plans or goals of Casella
are forward-looking. Such forward-looking statements include, but
are not limited to, statements regarding the anticipated proxy
contest by JCP Investment Management, LLC and the other
participants in its solicitation, Casella’s initiatives to improve
Casella’s performance and increase its growth and profitability,
Casella’s future operational and financial performance, Casella’s
actions taken or contemplated to enhance its long-term prospects
and enhance value for its stockholders, Casella’s efforts to
execute on and implement its strategic plan, Casella’s plans to
simplify its business structure, Casella’s actions taken or
contemplated with respect to corporate and board governance,
Casella’s plans to improve its cash flows and reduce its risk
exposure by divesting or closing operations that do not fit within
its core strategy, Casella’s plans to strengthen its balance sheet,
promote financial flexibility and position Casella to achieve its
target growth trajectory and Casella’s plans to achieve its three
(3) year financial objectives and to drive additional value
creation for the benefit of all its stockholders. These
forward-looking statements are based on current expectations,
estimates, forecasts and projections and management’s current
beliefs and assumptions and, accordingly, are not guarantees of
future performance. Such forward-looking statements, and all phases
of Casella’s operations, involve a number of risks and
uncertainties, any one or more of which could cause actual results
to differ materially from those described in Casella’s
forward-looking statements. There are a number of important risks
and uncertainties that could cause Casella’s actual events to
differ materially from those indicated or implied by such
forward-looking statements. These additional risks and
uncertainties include, without limitation, risks related to the
actions of JCP and other activist stockholders, including the
amount of related costs incurred by Casella and the disruption
caused to Casella’s business activities by these actions and those
risks detailed in Item 1A, “Risk Factors” in Casella’s Form 10-KT
for the transition period ended December 31, 2014, in its Form 10-Q
for the quarterly period ended June 30, 2015 and in its subsequent
filings with the SEC. Accordingly, you should not rely upon
forward-looking statements as a prediction of actual results.
Casella undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Important Additional Information And Where To Find It
Casella, its directors and certain of its executive officers are
deemed to be participants in the solicitation of proxies from
Casella’s stockholders in connection with the matters to be
considered at Casella’s 2015 Annual Meeting of Stockholders. On
September 22, 2015, Casella filed a definitive proxy statement and
accompanying definitive WHITE proxy card with the Securities
and Exchange Commission (“SEC”) in
connection with the solicitation of proxies from Casella
stockholders in connection with the matters to be considered at
Casella’s 2015 Annual Meeting of Stockholders. Information
regarding the identity of participants, and their direct or
indirect interests, by security holdings or otherwise, is set forth
in such definitive proxy statement, including the schedules and
appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING
WHITE PROXY CARD AND OTHER DOCUMENTS
FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain the definitive proxy
statement, any amendments or supplements to the definitive proxy
statement, the accompanying definitive WHITE proxy card, and any other
documents filed by Casella with the SEC for no charge at the SEC’s
website at www.sec.gov. Copies are also available at no charge at
the Investor Relations section of Casella’s corporate website at
www.casella.com, by writing to Casella’s Corporate Secretary at
Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, VT
05701, or by calling Casella’s Corporate Secretary at
(802) 772-2257.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151001005544/en/
Casella Waste Systems, Inc.Investors:Chief Financial
OfficerNed Coletta, 802-772-2239orMedia:Vice PresidentJoseph Fusco,
802-772-2247orSard Verbinnen & Co.Mark Harnett/Zachary
Tramonti, 212-687-8080
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