HOUSTON, Nov. 9, 2015 /PRNewswire/ -- JCP Investment
Management, LLC (together with its affiliates, "JCP"), the
beneficial owner of approximately 5.9% of the outstanding Class A
shares of Casella Waste Systems, Inc. (NASDAQ: CWST) ("Casella" or
the "Company"), issued the following statement regarding the
preliminary voting results for Casella's 2015 Annual Meeting.
Unaudited preliminary results reported by Broadridge Financial
Solutions, Inc. as of November 3,
2015 (the day immediately prior to JCP's withdrawal of
director nominees) indicate that approximately 30.2% of all Class A
votes cast were in favor of the election of JCP's nominees at
Casella's 2015 Annual Meeting.
Despite, as more fully recounted below, the Company's (i)
addition of two new independent directors replacing long-tenured
incumbents, (ii) replacement of its Lead Director, (iii) adoption
of numerous corporate governance improvements and (iv) release of
2018 EBITDA guidance, all following JCP's activist involvement, we
find it quite telling that nearly 1/3 of all Class A shares voted
went against the Company's nominees at the time of our withdrawal.
From this, it is evident to us that many shareholders remain
unsatisfied, and we hope that the Board understands that there
remains room for improvement.
Accordingly, we encourage the Board to actively engage with
shareholders to understand the changes shareholders are most
interested in, such as the declassification of the Board.
As one of Casella's 5 largest shareholders, with ownership of
approximately 5.9% of the Class A shares, we are HUGELY excited
about what we have achieved so far, but believe there is more
corporate governance change to come. Since the public announcement
of our campaign on April 28, 2015,
Casella has made the following positive changes:
- July 7, 2015 – John Chapple stepped down as a director from the
class of directors with terms ending at the 2015 Annual Meeting
(the "2015 Class") having been on the board since 1994;
Jim O'Connor, a new independent
director, joined the Board in the resulting vacancy in the 2015
Class.
- September 1, 2015 – Jim McManus stepped down as director in the 2015
Class having been on the board since 2005; Bill Hulligan, new independent director, joined
the Board in the resulting vacancy in the 2015 Class.
- September 1, 2015 – Casella
adopted a number of corporate governance changes including the
following:
- Adoption of majority vote resignation policy for only
uncontested elections, but not for contested elections;
- Adoption of stock ownership guidelines for executives;
- Adoption of policy restricting hedging and pledging
activities
- September 2015 – Casella released
earnings guidance for 2018, including:
- Commitment to an EBITDA guidance
- Commitment to a Free Cash Flow guidance
- Commitment to decrease leverage
- October 19, 2015 – Greg Peters stepped down as Lead Director;
recent addition to the Board; Jim
O'Connor, appointed Lead Director
JCP intends to closely monitor the Board's progress and is
prepared to hold the Board accountable for its aggressive
projections through 2018, which are similar to what the Company
previously failed to achieve when issuing similar projections in
2010. It is our hope that the Board is serious about achieving
these projections and that they do not represent a hollow promise
to win a stockholder vote.
JCP stands ready to do whatever is necessary to protect
shareholder rights and maximize value for all shareholders.
About JCP Investment Management:
JCP Investment Management, LLC is an investment firm
headquartered in Houston, TX that
engages in value-based investing across the capital
structure. JCP follows an opportunistic approach to investing
across different equity, credit and distressed securities largely
in North America.
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SOURCE JCP Investment Management, LLC