J. Alexander’s Enters into Cooperation Agreement with Ancora Advisors
April 20 2020 - 4:09PM
Business Wire
Appoints New Independent Director Carl J.
Grassi to its Board of Directors
J. Alexander’s Holdings, Inc. (NYSE: JAX) (the “Company”), owner
and operator of J. Alexander’s, Redlands Grill, Stoney River
Steakhouse and Grill and other restaurants, today announced the
expansion of its Board of Directors (the “Board”) to seven
directors and the appointment of Carl J. Grassi to the Board as
part of a cooperation agreement (the “Agreement”) with Ancora
Advisors, LLC (“Ancora”). Mr. Grassi will serve as a Class II
director, with an initial term through the Company’s 2020 Annual
Meeting of Shareholders (the “2020 Annual Meeting”), and the
Company has agreed to include Mr. Grassi in the Company’s slate of
director nominees for election at the 2020 Annual Meeting for a
three-year term.
“We are pleased to welcome Carl to the Board,” said Lonnie J.
Stout II, Executive Chairman of the Board. “We believe his insight
will be an asset as we move forward with the Company’s previously
announced review of strategic alternatives, which we plan to
continue once the COVID-19-related uncertainties in the business
community, the restaurant industry and the financial markets are
resolved and the Company’s performance has returned to levels which
will support an attractive valuation.”
“We anticipate that Carl will bring a unique perspective to the
boardroom and support the Company’s efforts to enhance shareholder
value,” added Mark Parkey, President and Chief Executive Officer of
the Company.
Mr. Grassi is a Member at business advisory and advocacy law
firm McDonald Hopkins, LLC (“McDonald Hopkins”) and serves on its
Board of Directors. Mr. Grassi was firm chairman from 2016 to 2019
at McDonald Hopkins after serving as firm president for nine years.
Mr. Grassi is corporate counsel to a number of middle-market and
growth companies. He has extensive experience assisting clients
with corporate law and tax law matters. Mr. Grassi earned a J.D.
from Cleveland-Marshall College of Law in 1984. He received a
B.S.B.A. from John Carroll University in 1981. Mr. Grassi is a
member of the Advisory Board of Ancora Holdings Inc.
Fred DiSanto, Chairman and Chief Executive Officer of Ancora,
said, “We are pleased to have reached this agreement with J.
Alexander’s to add Carl to the Board. We look forward to continuing
our collaborative engagement with the Board and management team to
drive long-term value creation for shareholders.”
Under the terms of the Agreement, Ancora and its affiliates have
agreed to abide by customary standstill and voting provisions until
the earlier of (i) the 60th day prior to the Company’s 2021 Annual
Meeting of Shareholders and (ii) the day immediately following any
public announcement by the Company that it has abandoned its
previously announced strategic review process. The Agreement will
be included as an exhibit to the Company’s current report on Form
8-K, which will be filed with the Securities and Exchange
Commission.
About J. Alexander’s Holdings, Inc.
J. Alexander’s Holdings, Inc. is a collection of restaurants
that focus on providing high quality food, outstanding professional
service and an attractive ambiance. The Company presently operates
47 restaurants in 16 states. The Company has its headquarters in
Nashville, TN.
For additional information, visit
www.jalexandersholdings.com.
About Ancora Advisors, LLC
Ancora Advisors, LLC, is a registered investment adviser with
the Securities and Exchange Commission of the United States. Ancora
offers comprehensive investment solutions for institutions and
individuals in the areas of fixed income, equities, global asset
allocation, alternative investments and retirement plans.
Forward-Looking Statements
This press release contains forward‐looking statements, which
include all statements that do not relate solely to historical or
current facts, such as statements regarding our expectations,
intentions or strategies regarding the future, including the
Company’s plans to continue its review of strategic alternatives
and its efforts to enhance shareholder value. These forward‐looking
statements are based on management's beliefs, as well as
assumptions made by, and information currently available to,
management. Because such statements are based on expectations as to
future financial and operating results and other events and are not
statements of fact, actual results may differ materially from those
projected and are subject to a number of known and unknown risks
and uncertainties, including the health and financial effects of
the COVID-19 outbreak; the Company’s ability to reopen its
restaurants for in-person dining, and thereafter to reestablish and
maintain satisfactory guest count levels and maintain or increase
sales and operating margin in its restaurants under varying
economic conditions; the effect of higher commodity prices,
unemployment and other economic factors on consumer demand;
increases in food input costs or product shortages and the
Company’s response to them; the number and timing of new restaurant
openings and the Company’s ability to operate them profitably;
competition within the casual dining industry and within the
markets in which our restaurants are located; adverse weather
conditions in regions in which the Company’s restaurants are
located; factors that are under the control of third parties,
including government agencies; the Company’s evaluation of
strategic alternatives; as well as other risks and uncertainties
described under the headings "Forward‐Looking Statements," "Risk
Factors" and other sections of the Company’s Annual Report on Form
10‐K filed with the Securities and Exchange Commission on March 13,
2020, as amended on April 17, 2020, and subsequent filings. The
Company undertakes no obligation to update any forward‐looking
statements, whether as a result of new information, future events
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20200420005868/en/
J. Alexander’s Holdings, Inc. Jessica Hagler Chief Financial
Officer (615) 269‐1900
Ancora Advisors, LLC James Chadwick (216) 593-5048
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