Loading...
Loading...
CONMED Corporation
today issued an open letter to its shareholders in connection
with the Company's September 10, 2014 Annual Meeting of Shareholders. CONMED's
Board of Directors unanimously recommends that shareholders follow the
recommendations of leading proxy advisory firms Institutional Shareholder
Services ("ISS") and Egan-Jones Proxy Services ("Egan-Jones") by voting "FOR"
ALL of CONMED's eight highly qualified and experienced director nominees:
Brian Concannon, Charles Farkas, Jo Ann Golden, Curt Hartman, Dirk Kuyper,
Jerome Lande, Stephen Mandia and Mark Tryniski, as well as supporting the
other proposals contained in the definitive proxy materials.
It is extremely important that shareholders vote as soon as possible – no
matter how many shares they own. Even if shareholders have already voted using
the white proxy card, they have the opportunity to change their vote to the
GOLD proxy card in support of CONMED's director nominees.
Since time is short, shareholders are encouraged to VOTE today by telephone or
online according to the instructions on the GOLD proxy card. Voting by
telephone or Internet is the best way for shareholders to ensure that their
votes will be counted. Shareholders who have questions or need assistance
voting their shares, or wish to change a prior vote of their shares, may call
Innisfree M&A Incorporated, our proxy solicitor, toll-free at (888) 750-5834.
Following is a copy of the open letter CONMED issued to its shareholders:
September 2, 2014
Dear Fellow Shareholder,
CONMED's September 10, 2014 Annual Meeting of Shareholders is quickly
approaching and your vote is extremely important to protecting the future of
CONMED.
CONMED has thoroughly revamped its leadership, with a new Interim CEO and a
reconstituted Board of Directors, dramatically changing the "status quo".
CONMED's new leadership is focused on improving operating performance to
create additional value for shareholders over the short and long term. Leading
proxy advisory firms ISS and Egan-Jones, recognizing CONMED's dramatic changes
and commitment to the creation of shareholder value, are recommending
shareholders vote "FOR" ALL of CONMED's eight highly qualified and experienced
director nominees.
The significant changes CONMED has already made illustrate that our Board is
not afraid to take bold action and is committed to driving sustainable
shareholder value creation.
These changes include:
* CONMED's slate of directors is more than 60% new, including five members
added since the last Annual Meeting, and brings substantial shareholder
representation, significant medical device and specific orthopedic
industry experience, and expertise in management, corporate governance,
consulting and investing;
* Joseph Corasanti resigned as Chief Executive Officer, President and a
Member of the Board in July 2014;
* Eugene Corasanti, CONMED's founder, retired in July 2014 from the Board
and the Company;
* Longstanding members Bruce Daniels and Stuart Schwartz will retire at
the upcoming Annual Meeting;
* CONMED's Board implemented a number of other governance changes,
including the appointment of independent director Mark Tryniski as
Chairman of the Board and the installation of new chairpersons for our
Audit, Compensation and Corporate Governance and Nominating Committees;
* With a recently appointed Interim CEO and a search for a permanent CEO
underway, CONMED is entering a new era of performance-focused
management; and
* CONMED's Board of Directors recently conducted a thorough exploration of
strategic alternatives with the assistance of experienced financial
advisors.
While we are confident that we have directors that bring the right skills and
expertise needed to lead during this time, we will always continue to
proactively seek to improve the Board's composition and skillsets as needed.
The focus is now on improved execution – and we have the right board, leaders
and plan in place to do just that.
INDEPENDENT ANALYSTS AGREE CONMED SHAREHOLDERS SHOULD
VOTE FOR ALL CONMED DIRECTOR NOMINEES
Independent advisors agree with our view that shareholders should vote "FOR"
ALL of CONMED's eight highly qualified and experienced director nominees.
Leading U.S. independent proxy advisory firms, ISS and Egan-Jones, have each
recommended that shareholders support ALL of CONMED's nominees and vote on the
GOLD card.
In its August 28, 2014 report, ISS stated^1 "…the dissidents have not made a
compelling case that additional change at the board level is warranted." ISS
also pointed out that our Board "undertook the arduous process not only of
replacing nearly all the incumbents within the past year – five of the eight
management nominees were not on the board a year ago – but also of easing the
founder and his son, who as Chairman and as CEO certainly had direct roles in
the company's strategic and governance decisions, and fairly direct
responsibility for its operating results – out of those roles and then off the
board entirely." ISS supports our view that CONMED has already implemented
sweeping changes that have resulted in a reconstituted Board, a number of
other meaningful governance changes and a new interim CEO.
In its August 27, 2014 report, Egan-Jones outlined similar views, stating1
"the various, major governance changes implemented since July 2013 not only
have enhanced the Company's corporate governance practices and contributed to
effective representation of the Company's shareholders but hold great promise
for the Company's future." Egan-Jones also noted that "the dissidents have
failed to make a persuasive case that their joining the board would result in
the enhancement of shareholder value."
These independent third party recommendations reinforce our belief that CONMED
has the right Board in place to oversee the continued development and
execution of CONMED's strategic plan that is focused on growing revenues and
margins and improving CONMED's operating performance. We strongly urge you to
join ISS and Egan-Jones in supporting CONMED's Board as we seek to create
long-term shareholder value.
DO NOT ALLOW VOCE CAPITAL TO PURSUE ITS SELF-SERVING AGENDA AT THE
EXPENSE OF ALL OTHER CONMED SHAREHOLDERS
Voce Capital Management LLC ("Voce") has chosen to pursue a costly and
disruptive proxy contest to install three of its own nominees to your Board.
With an ownership stake of less than 0.5% of the Company's outstanding common
stock, Voce is seeking three seats on the Board, or 37.5% of the Board; this
would be grossly disproportionate to its ownership stake.
Voce has ignored the sweeping changes already made at CONMED and its nominees
do not add to the CONMED Board:
* Voce nominees Green and Levine would only add duplicative experience to
CONMED's current Board, which already has four current or former public
company CEO's, including three from the medical device industry, and two
specifically from the orthopedics industry; and
* Voce's nominee Plants has no relevant experience to bring to CONMED's
current Board; in support of his experience, Plants can only cite
non-management positions with firms from the earliest days of his
career, which has been marked by a series of short tenures until he
became his own employer.
On the other hand, CONMED's eight highly qualified director nominees have been
unanimous in driving meaningful governance changes and are focused on
proactive value creation. Creating long-term sustainable performance
improvement at CONMED is the right path forward and we believe that the bottom
line is Voce has neither articulated a plan nor offered any ideas to create
value for all CONMED shareholders that have not already been considered or
implemented.
Voce's actions make it clear that Voce is only interested in pursuing its
self-serving agenda, irrespective of the cost to all other CONMED
shareholders.
PROTECT THE VALUE OF YOUR INVESTMENT IN CONMED:
VOTE THE GOLD PROXY CARD TODAY
With a reconstituted Board and new interim CEO, we are confident that CONMED
has the right team to create value for CONMED shareholders. We strongly urge
you to protect the value of your investment in CONMED by voting "FOR" ALL your
Board's experienced and highly qualified director nominees: Brian Concannon
(CEO of Haemonetics Corporation), Charles Farkas (Senior Partner at Bain &
Company), Jo Ann Golden (CPA, former Managing Partner at Dermody Burke and
Brown), Curt Hartman (CONMED Interim CEO, and Former Interim CEO and CFO of
Stryker Corporation), Dirk Kuyper (CEO of Illuminoss Medical Inc.), Jerome
Lande (Managing Partner of Coppersmith Capital, one of the Company's largest
shareholders), Stephen Mandia (Former CEO of Sovena USA) and Mark Tryniski
(CEO of Community Bank System, Inc.).
Vote the GOLD proxy card today.
Your vote is extremely important, no matter how few shares you own. We urge
you to vote the GOLD proxy card today by telephone or online. Please do not
return or otherwise vote any WHITE proxy card sent to you by the dissident
group.
Even if you have already voted using the white proxy card, you have the right
to change your vote to the GOLD proxy card in support of CONMED's director
nominees. If you have questions or need assistance voting your shares, or wish
to change a prior vote of your shares, you may call Innisfree M&A
Incorporated, our proxy solicitor, toll-free at (888) 750-5834.
On behalf of your Board of Directors, we thank you for your continued support
of CONMED.
Sincerely,
/s/ /s/
Mark Tryniski Curt Hartman
Chairman of the Board Interim Chief Executive Officer
Loading...
Loading...
© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Posted In: NewsPress Releases
Benzinga simplifies the market for smarter investing
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
Join Now: Free!
Already a member?Sign in