Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
June 27 2022 - 10:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
AEROJET ROCKETDYNE HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
COMMITTEE FOR AEROJET ROCKETDYNE SHAREHOLDERS AND VALUE MAXIMIZATION
comprised of the following individuals
speaking individually and not as or on behalf of the company:
GAIL BAKER
MARION C.
BLAKEY
MAJ. GEN. CHARLES F. BOLDEN, USMC (RET.)
GENERAL KEVIN P. CHILTON, USAF (RET.)
THOMAS A. CORCORAN
EILEEN P. DRAKE
DEBORAH
LEE JAMES
GENERAL LANCE W. LORD, USAF (RET.)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1) and 0-11. |
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
-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 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:
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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 AJRDs overall state of
affairs at any point in the recent past. |
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[I]t is telling that not a single incumbent director without a business or personal link came to his
support. |
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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:
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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. Drakes ability to attract credible, independent
nominees to her cause. |
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[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. |
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Mr. Lichtenstein is a named executive officer who sits at the top of AJRDs 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. Lichtensteins willingness to shirk fault, even when his own arguments expressly indicate he is part of the problem.
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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
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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
Committees Website:
https://maximizeajrdvalue.com
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