The Eastern Company (NASDAQ: EML) today announced that the leading
independent proxy advisory firm Institutional Shareholder Services
(“ISS”) has recommended that Eastern Company shareholders vote “FOR” the
Company’s director nominees on the BLUE proxy card at the
Company’s 2015 Annual Meeting of Shareholders on May 20, 2015.
ISS recommends that shareholders vote “FOR” the election of The Eastern
Company’s director nominees, Samantha Allison and David C. Robinson,
and “do not vote” for either of the two nominees proposed by Barington
Companies Equity Partners, L.P. and certain of its affiliates
(“Barington”).
“[Barington] has not made a compelling case that additional,
shareholder-directed change at the board level is warranted,” ISS stated
in its May 7, 2015 report1. Specifically, the ISS Report
states that when analyzing proxy contests, ISS requires that a dissident
prove that the dissident slate “will add value to board deliberations of
the issues at hand.” Barington did not meet this standard. Further, ISS
found “no compelling evidence on the operating and financial issues”
raised by Barington. ISS also commented that Barington’s comparisons of
Eastern’s total shareholder return, return on invested capital and
EBITDA growth with a peer group provided by a third party were flawed
because most of the members of the peer group have little or no business
overlap with Eastern's business segments. Eastern compares more
favorably to a weighted-average peer group devised by ISS of companies
with greater similarity to Eastern, according to the ISS report.
Commenting on the report, Leonard F. Leganza, Chairman, President and
Chief Executive Officer, stated: “We are pleased that ISS supports the
election of The Eastern Company’s highly qualified and experienced
director nominees, Samantha Allison and David Robinson. The ISS
recommendation further reinforces our belief that we have a strong Board
committed to the right actions for the long-term benefit of our Company
and all of our shareholders. We are, however, disappointed that Glass
Lewis, another independent proxy advisory firm, accepted Barington’s
flawed peer group comparison and did not share ISS’s support of the
Company’s nominees.”
Eastern shareholders are reminded that their vote is extremely
important, no matter how many or how few shares they own. The Eastern
Company Board strongly urges shareholders to protect the value of their
investment by voting on the BLUE
proxy card “FOR” The Eastern Company director nominees, Samantha
Allison and David C. Robinson. Shareholders who have previously
submitted proxy votes in favor of the dissident’s nominees can change
their votes to favor Eastern’s nominees by submitting the BLUE
proxy card (see instructions below).
YOUR BOARD URGES YOU TO SUPPORT THE EASTERN COMPANY AND ITS
BUSINESS STRATEGY BY VOTING IN FAVOR OF THE BOARD’S NOMINEES USING THE BLUE PROXY
CARD.
Barington is soliciting proxies for its nominees using a WHITE proxy
card. Your Board DOES NOT endorse any Barington nominee.
-
Your Board urges you to disregard any WHITE proxy card or
solicitation materials that may be sent to you by Barington.
-
If you have previously submitted a WHITE proxy card sent to you by
Barington, your Board urges you to revoke that proxy by voting
in favor of the Board’s nominees by using the BLUE proxy card which
accompanies this letter.
For more information about our nominees, voting instructions and other
important information related to the 2015 Annual Meeting, please consult
our definitive proxy statement and related proxy materials or call our
proxy solicitor, Georgeson, Inc., toll-free at 888-549-6618. Further
information about the 2015 Annual Meeting can also be found at www.eastern2015meeting.com.
If you have any questions or require any assistance with voting your
shares, please contact the Company’s proxy solicitor:
GEORGESON
Toll-free number: 888-549-6618
E-mail address: EasternCompany@georgeson.com
Important Additional Information
The Eastern Company (the “Company”), its directors and certain of its
executive officers may be deemed to be participants in the solicitation
of proxies from the Company’s shareholders in connection with the
Company’s 2015 Annual Meeting of Shareholders. Information regarding the
names of the Company’s directors and executive officers is set forth in
the Company’s definitive proxy statement for the 2015 Annual Meeting of
Shareholders filed with the U.S. Securities and Exchange Commission (the
“SEC”) on April 10, 2015 and in the Company’s Annual Report on Form 10-K
for the fiscal year ended January 3, 2015, filed with the SEC on March
13, 2015. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy
statement and other related materials to be filed with the SEC when they
become available.
The Company has filed a definitive proxy statement and BLUE proxy card
and other related materials with the SEC in connection with the
solicitation of proxies for the Company’s 2015 Annual Meeting of
Shareholders. COMPANY SHAREHOLDERS AND OTHER INVESTORS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND
SUPPLEMENTS) AND BLUE PROXY CARD AND OTHER RELATED MATERIALS WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
These documents, including any proxy statement (and amendments or
supplements thereto) and other related materials filed by the Company
with the SEC, are available for no charge at the SEC's website at www.sec.gov
and at the Company’s website at www.easterncompany.com.
Copies may also be obtained by contacting The Eastern Company Investor
Relations by mail at 112 Bridge Street, P.O. Box 460,
Naugatuck, CT 06770 or by telephone at 203-729-2255.
Safe Harbor for Forward-Looking Statements
Statements in this document regarding the 2015 Annual Meeting of
Shareholders and any other statements about the Company’s future
expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Any statements that are not statements of
historical fact (including statements containing the words “believes,”
“plans,” “anticipates,” “expects,” “estimates” and similar expressions)
should also be considered to be forward-looking statements. There are a
number of important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including those set forth in the Company’s reports and
filings with the Securities and Exchange Commission. The Company is not
obligated to update or revise any forward-looking statements as a result
of developments occurring after the date of this document.
About the Company
The Eastern Company is a 156-year-old manufacturer of industrial
hardware, security products and metal castings. It operates from 12
locations in the U.S., Canada, Mexico, Taiwan and China. The diversity
of the Company’s products helps it to respond to the changing
requirements of a broad array of markets. More information on the
Company can be found at www.easterncompany.com
1 ISS Report, dated May 7, 2015. Permission to use quotations
from the ISS report was neither sought nor obtained.
Copyright Business Wire 2015