-Special Meeting of Stockholders to be held
on June 30, 2022
-ISS and Glass Lewis Each Recommend
Shareholders Elect the Entire Independent Slate
EL
SEGUNDO, Calif., June 27,
2022 /PRNewswire/ -- Eileen
Drake (the CEO of Aerojet Rocketdyne (NYSE: AJRD)) and
the other members of the Committee For Aerojet Rocketdyne
Shareholders and Value Maximization (the "Committee") remind
Aerojet Rocketdyne shareholders that the special meeting of
shareholders for the purpose of electing a new slate of directors
will be held on June 30, 2022. The
Committee recommends that shareholders vote "FOR" the Independent
Slate on the WHITE proxy card prior to the special meeting,
in accordance with the previously-announced recommendations of
independent proxy advisory firms Institutional Shareholder Services
("ISS") and Glass Lewis.
A few of the many compelling factors cited by ISS in its report
recommending shareholders vote FOR Ms. Drake and the
Independent Slate include:
- "Lichtenstein is responsible for the organizational rot that
enabled this contest. His reinterpretation of the historical record
is not at all believable, and has only damaged his case – although
individual elements of performance and specific developments are
challenging to parse, he cannot disclaim accountability for AJRD's
overall state of affairs at any point in the recent past."
- "[I]t is telling that not a single incumbent director without a
business or personal link came to his support."
- "Issues with confidence and trust are particularly concerning
in this case, seeing that Lichtenstein has historically been averse
to providing shareholders with information."
Similarly, Glass Lewis presented a number of compelling reasons
in its report recommending shareholders vote FOR Ms. Drake and the
Independent Slate including:
- "…Ms. Drake — working against challenging time constraints and
with far fewer resources than those we expect were available to the
Steel Faction — has assembled an experienced and well-rounded slate
of candidates in short order, an outcome which seems to speak
volumes to Ms. Drake's ability to attract credible, independent
nominees to her cause."
- "[S]upport for the Steel Faction would portend a considerable
step back in terms of reliable, progressive corporate governance,
in all cases in favor of a sitting chair recently inclined to delay
shareholder votes, privately pursue personal objectives
irrespective of board directives, sensationally misrepresent key
developments and, perhaps most critically here, circumvent personal
culpability."
- "…Mr. Lichtenstein is a named executive officer who sits at the
top of AJRD's summary compensation table. In absolute candor, we
remain confounded by the notion that historical critiques of
executive staff — persuasive or not — are viewed as a winning tack
by the Steel Faction. In the service of absolute clarity, we would
firmly emphasize again that this approach to accountability and
responsibility disconcertingly reinforces Mr. Lichtenstein's
willingness to shirk fault, even when his own arguments expressly
indicate he is part of the problem."
The Independent Slate Urges All Shareholders
to Support its Highly Qualified Nominees
by Voting "FOR"
on the WHITE Proxy Card at the Upcoming Special Meeting on
June 30, 2022
Ms. Drake and the other members of the Committee encourage
institutional and other investors to review and consider the
complete reports published by ISS and Glass Lewis, as well as the
recent investor presentation available
here: https://www.sec.gov/Archives/edgar/data/40888/000119312522177000/d353636ddfan14a.htm
Shareholders with questions can contact our solicitor: D.F. King
& Co., (212) 269-5550 (collect) or via e-mail at
AJRD@dfking.com.
Important Information
This communication is being made
in the participants' individual capacity, and not by or on behalf
of the Company. No Company resources were used in connection with
these materials. We have neither sought nor obtained consent from
any third party to use any statements or information indicated
herein. On June 1, 2022,
Eileen P. Drake, General
Kevin Chilton, USAF (Ret.), General
Lance Lord, USAF (Ret.) and
Thomas Corcoran (the "Incumbent
Directors") filed a definitive proxy statement with the Securities
and Exchange Commission in connection with the solicitation of
proxies for a special meeting of stockholders of the Company to be
held on June 30, 2022.
Contact:
D.F. King & Co., Inc.
Edward T. McCarthy / Tom Germinario
AJRD@dfking.com
Committee's Website:
https://maximizeajrdvalue.com
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content:https://www.prnewswire.com/news-releases/committee-for-aerojet-rocketdyne-shareholders-and-value-maximization-reminds-shareholders-to-vote-for-the-entire-independent-slate-led-by-ceo-eileen-drake-on-the-white-card-301575478.html
SOURCE Committee for Aerojet Rocketdyne Shareholders and Value
Maximization