The following Notice of Change of Location (“Notice”) relates to the proxy statement (the “Proxy Statement”) of Covia Holdings Corporation (the “Company”), dated April 9, 2020, furnished to stockholders of the Company in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Stockholders to be held on Thursday, May 21, 2020 at 8:00 a.m. EDT. This Notice is being filed with the Securities and Exchange Commission and is
being made available to stockholders on or about April 24, 2020.
THE NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
Covia Holdings Corporation
3 Summit Park Drive, Suite 700
Independence, Ohio 44131
NOTICE OF CHANGE OF LOCATION
OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 2020
Dear Stockholder:
Due to the public health impact of the coronavirus (COVID-19) and to support the health and well-being of our stockholders, directors, employees and community, NOTICE IS HEREBY GIVEN that the location of the 2020 Annual Meeting of
Stockholders (“Annual Meeting”) of Covia Holdings Corporation (“Company”) has been changed. The Annual Meeting will be held solely by remote communication in a virtual-only format. The previously announced date and time of the Annual Meeting
(May 21, 2020 at 8:00 a.m., EDT) have not changed.
As described in the proxy materials previously distributed in connection with the Annual Meeting, you are entitled to participate in the Annual Meeting if you were a stockholder of the Company as of the close of business on March 23, 2020,
the record date for the Annual Meeting. The proxy materials for the Annual Meeting are available at www.proxyvote.com. As described in the proxy materials for the Annual Meeting previously distributed to you, the Annual Meeting is being held
for the following purposes:
The Annual Meeting will be held on the same date and time as originally scheduled, May 21, 2020 at 8:00 a.m. EDT, and will be accessible at https://viewproxy.com/Covia/2020/vm. Stockholders interested in attending
the Annual Meeting are required to register by 11:59 p.m. EDT on May 18, 2020 at https://viewproxy.com/Covia/2020/. Covia urges stockholders to vote and submit proxies in advance of the Annual Meeting by one of the methods described in the
proxy materials for the Annual Meeting.
Stockholders will not be able to attend the Annual Meeting in person. Instead, stockholders should follow the instructions provided below to attend the virtual Annual Meeting. Stockholders who attend the virtual Annual Meeting by following
the instructions below will have an opportunity to vote and to submit questions electronically during the meeting.
Obtaining a legal proxy may take several days and stockholders are advised to register as far in advance as possible. Covia can provide no assurances that registration requests will be processed if they are not submitted by 11:59 p.m. EDT on
May 18, 2020.
Submitting Questions
Prior to and on the day of the Annual Meeting, stockholders may submit any questions in advance through https://viewproxy.com/Covia/2020/. Additional information regarding the ability of stockholders to ask questions during the 2020 Annual
Meeting, related rules of conduct and other materials for the 2020 Annual Meeting will be available at
https://viewproxy.com/Covia/2020/.
After the business portion of the Annual Meeting, we will hold a question answer session during which we intend to answer appropriate questions submitted prior to or during the Annual Meeting that are pertinent to the Company, as time
permits.
Technical Assistance
We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 7:30 a.m. EDT, and you should allow ample time for the check-in procedures. We will have technicians ready to assist you with any technical
difficulties before the virtual Annual Meeting begins. Stockholders of record and beneficial owners should call Alliance Advisors at 1-866-612-8937 with any questions about attending the virtual Annual Meeting. If you encounter any difficulty
accessing the virtual Annual Meeting, please visit virtualmeeting@viewproxy.com for assistance.
The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and
plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear
streaming audio prior to the start of the Annual Meeting. FAQs will be made available prior to the Annual Meeting at https://viewproxy.com/Covia/2020/.
It is important that you review the proxy materials for the Annual Meeting previously distributed to you. Whether or not you plan to attend the virtual-only Annual Meeting, we encourage you to vote your shares of common stock in advance of
the Annual Meeting using one of the voting methods described in the proxy materials. The proxy card previously distributed with the proxy materials will not be updated to reflect the change to a virtual-only meeting and may continue to be used
to vote your shares of common stock in connection with the Annual Meeting. If you have already voted, you do not need to vote again.
By Order of the Board of Directors,
Chadwick P. Reynolds
Executive Vice President,
Chief Legal Officer and Secretary
April 24, 2020
Independence, Ohio
The Annual Meeting will be held on Thursday, May 21, 2020 at 8:00 a.m. EDT at https://viewproxy.com/Covia/2020/vm. All stockholders who are interested in attending the Annual Meeting will be required to register
at https://viewproxy.com/Covia/2020/ by 11:59 p.m. EDT on May 18, 2020.
The proxy materials are available at http://www.proxyvote.com.
FOR IMMEDIATE RELEASE
COVIA TO HOLD VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
INDEPENDENCE, Ohio, April 24, 2020 (GLOBE NEWSWIRE) — Covia (NYSE:CVIA), a leading provider of mineral-based material solutions for the Industrial and Energy markets, announced today that it will hold a virtual Annual Meeting of Stockholders
on May 21, 2020 (“Annual Meeting”) due to the public health impact of the COVID-19 pandemic and to support the health of its stockholders, directors, employees and community.
The Annual Meeting will be held on the same date and time as originally scheduled, May 21, 2020 at 8:00 a.m. EDT, and will be accessible at https://viewproxy.com/Covia/2020/vm. Stockholders interested in attending the Annual Meeting are
required to register by 11:59 p.m. EDT on May 18, 2020 at https://viewproxy.com/Covia/2020/. Covia urges stockholders to vote and submit proxies in advance of the Annual Meeting by one of the methods described in the proxy materials for the
Annual Meeting.
For additional information regarding how stockholders may access, vote and participate in the Annual Meeting, please refer to the Company’s supplemental proxy materials filed today and the proxy materials previously filed with the Securities
and Exchange Commission. The proxy card and voting instruction form included with the previously distributed proxy materials will not be updated to reflect the change in location of the meeting, but they may continue to be used to vote shares
of common stock on the proposals to be presented at the virtual Annual Meeting. Stockholders who have previously voted do not need to take any further action. Only stockholders with a valid 16-digit control number will be able to attend the
Annual Meeting and vote and submit questions at the Annual Meeting.
Although the Annual Meeting will be held in a virtual-only format this year, Covia remains committed to stockholder engagement and currently intends to return to an in-person annual meeting for future annual meetings held under normal
circumstances.
Attending the Annual Meeting
Stockholders will not be able to attend the Annual Meeting in person. Instead, stockholders should follow the instructions provided below to attend the virtual Annual Meeting. Stockholders who attend the virtual Annual Meeting by following
the instructions below will have an opportunity to vote and to submit questions electronically during the meeting.
Obtaining a legal proxy may take several days and stockholders are advised to register as far in advance as possible. Covia can provide no assurances that registration requests will be processed if they are not submitted by 11:59 p.m. EDT on
May 18, 2020.
About Covia
Covia is a leading provider of diversified mineral solutions to the oil and gas, glass, ceramics, coatings, metals, foundry, polymers, construction, water filtration, sports and recreation markets. The Company serves its Industrial customers
through a broad array of high-quality products, including high-purity silica sand, nepheline syenite, feldspar, clay, kaolin, resin systems and coated materials, delivered through its comprehensive distribution network. Covia offers its Energy
customers an unparalleled selection of proppant solutions, additives, and coated products to enhance well productivity and to address both surface and down-hole challenges in all well environments. Covia has built long-standing relationships
with a broad customer base consisting of blue-chip customers. Underpinning these strengths is an unwavering commitment to safety and to sustainable development, further enhancing the value that Covia delivers to all of its stakeholders. For
more information, visit CoviaCorp.com.
Caution Concerning Forward-Looking Statements
This release contains statements which, to the extent they are not statements of historical or present fact, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the
Private Securities Litigation Reform Act of 1995 (“PSLRA”), and such statements are intended to qualify for the protection of the safe harbor provided by the PSLRA. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,”
“intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of the Company’s objectives, strategies, plans,
goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of the Company’s management as to future occurrences and trends, including statements expressing optimism or pessimism about future
operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate.
Forward-looking statements are based upon management’s then-current views and assumptions regarding future events and operating performance. Although the Company’s management believes the expectations expressed in forward-looking statements are
based on reasonable assumptions within the bounds of its knowledge, forward-looking statements involve risks, uncertainties and other factors which may materially affect the Company’s business, financial condition, and results of operations or
liquidity.
Forward-looking statements are not guarantees of future performance and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to: changes in
prevailing economic conditions, including fluctuations in supply of, demand for, and pricing of, the Company’s products; potential business uncertainties relating to the merger, including potential disruptions to the Company’s business and
operational relationships, the Company’s ability to achieve anticipated synergies, and the anticipated costs, timing and complexity of the Company’s integration efforts; loss of, or reduction in, business from the Company’s largest customers or
their failure to pay the Company; possible adverse effects of being leveraged, including interest rate, event of default or refinancing risks, as well as potentially limiting the Company’s ability to invest in certain market opportunities; the
Company’s ability to successfully develop and market new products; the Company’s rights and ability to mine its property and its renewal or receipt of the required permits and approvals from government authorities and other third parties; the
Company’s ability to implement and realize efficiencies from capacity expansion plans, and cost reduction initiatives within its time and budgetary parameters; increasing costs or a lack of dependability or availability of transportation
services or infrastructure and geographic shifts in demand; changing legislative and regulatory initiatives relating to the Company’s business, including environmental, mining, health and safety, licensing, reclamation and other regulation
relating to hydraulic fracturing (and changes in their enforcement and interpretation); silica-related health issues and corresponding litigation; seasonal and severe weather conditions; other operating risks beyond the Company’s control; the
risks discussed in the Risk Factors section of the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020; and the other factors discussed from time to time in the Company’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC. This release should be read in conjunction with such filings, and you should consider all such risks, uncertainties and other
factors carefully in evaluating forward-looking statements.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information,
future events or otherwise. You are advised, however, to consult any further disclosures the Company makes on related subjects in its public announcements and SEC filing.
Investor contact:
Matthew Schlarb
440-214-3284
Matthew.Schlarb@coviacorp.com
Source: Covia