Additional Proxy Soliciting Materials (definitive) (defa14a)
November 10 2020 - 9:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant ☒
Filed by a Party other than the Registrant
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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
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LUBY’S,
INC.
(Name
of Registrant as Specified In Its Charter)
(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
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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ISS RECOMMENDS LUBY’S STOCKHOLDERS
VOTE “FOR” THE COMPANY’S PLAN OF LIQUIDATION
ISS Concludes the Board Conducted a Robust,
Multi-Year Process
ISS Highlighted the Positive Market Reaction
to the Plan
HOUSTON, November 10, 2020 – Luby’s,
Inc. (NYSE: LUB) (the “Company”) today announced that Institutional Shareholder Services Inc. (“ISS”),
a leading proxy voting advisory firm, has recommended that Luby’s stockholders vote in favor of the Company’s Plan
of Liquidation and Dissolution (the “Plan”).
In recommending “FOR” the Plan,
ISS noted that1: “The board
appears to have conducted a robust, multi-year process prior to making the decision to dissolve and liquidate the company.”
Further, ISS analyzed the financial condition of the Company and stated: “The board’s assertion that a dissolution
is the most viable alternative seems reasonable.” ISS also stated that “the market appears to have reacted positively
to the proposed plan of dissolution. As such, support for this proposal is warranted.”
The Company also noted that ISS recommends
voting “FOR” the Company’s proposals to amend the Company’s Amended and Restated Certificate of Incorporation
to reduce the minimum and maximum number of directors (Proposal 3) and to allow stockholders to act by written consent (Proposal
4).
The Company has filed with the U.S. Securities
and Exchange Commission definitive proxy materials in connection with its solicitation of proxies in favor of the Plan at the special
meeting of stockholders scheduled to be held on November 17, 2020. Your vote is important. The Board of Directors recommends stockholders
vote “FOR” the Plan and each proposal on the agenda for the upcoming special meeting. If you have any questions or
need assistance voting your shares please contact the Company’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 or
LUB@investor.morrowsodali.com.
1 Permission to quote ISS was
neither sought nor obtained. Emphasis added.
Important Additional Information filed with the SEC
The Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a definitive proxy statement and a supplement thereto (together, the “Definitive
Proxy Statement”) and other relevant materials. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
AND THE OTHER RELEVANT MATERIALS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PLAN. Stockholders may obtain a free copy of the Definitive Proxy Statement and the other
relevant materials, and any other documents filed by the company with the SEC, at the SEC’s web site at http://www.sec.gov.
A free copy of the Definitive Proxy Statement and other documents filed with the SEC by the Company may also be obtained by directing
a written request to: Luby’s, Inc., Investor Relations, 13111 Northwest Freeway, Suite 600, Houston, Texas 77040 or at http://www.lubysinc.com/investors/filings.
Stockholders are urged to read the proxy statement and the other relevant materials when they become available before making any
voting or investment decision with respect to the Plan.
Participants in the Solicitation
The Company and its directors and executive
officers are participants in the solicitation of proxies from the Company’s stockholders. Information about the participants
and any interests they have in the Plan are set forth in the Definitive Proxy Statement. Additional information regarding these
individuals may be found in the Company’s proxy statement for its 2020 annual meeting of stockholders, which was filed with
the SEC on December 30, 2019. These documents may be obtained free of charge at the SEC’s website at www.sec.gov. In addition,
stockholders may obtain free copies of the documents filed with the SEC by the Company by directing a written request to: Luby’s,
Inc., Investor Relations, 13111 Northwest Freeway, Suite 600, Houston, Texas 77040 or at http://www.lubysinc.com/investors/filings.
About Luby’s
Luby’s, Inc. (NYSE: LUB) operates two
core restaurant brands: Luby’s Cafeterias and Fuddruckers. Luby's is also the franchisor for the Fuddruckers restaurant brand.
In addition, through its Luby's Culinary Contract Services business segment, Luby's provides food service management to sites consisting
of healthcare, corporate dining locations, sports stadiums, and sales through retail grocery stores.
For additional information contact:
Dennard Lascar Investor Relations
Rick Black / Ken Dennard
LUB@dennardlascar.com
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