The Eastern Company (NASDAQ: EML) today sent a letter to its
shareholders in connection with the 2015 Annual Meeting of Shareholders.
The full text of the letter is below:
May 13, 2015
Dear Fellow Eastern Company Shareholder:
WE ARE PLEASED THAT INSTITUTIONAL SHAREHOLDER SERVICES INC. (“ISS”)
SUPPORTS THE ELECTION OF THE EASTERN COMPANY’S HIGHLY QUALIFIED AND
EXPERIENCED DIRECTOR NOMINEES, AND WE URGE YOU TO VOTE THE BLUE
PROXY CARD IN FAVOR OF OUR NOMINEES – SAMANTHA ALLISON AND DAVID C.
ROBINSON.
ISS, the leading independent proxy advisory firm, has concluded that
Barington Companies Equity Partners, L.P. (together with certain of its
affiliates, “Barington”) has not made a compelling case in favor
of electing Barington’s nominees to Eastern’s Board of Directors.
While Barington is spending valuable time and money on a proxy fight and
a lawsuit against the Company, your Board remains focused on running
the Company, exploring strategic alternatives with the assistance of its
financial advisor, Wells Fargo Securities, succession planning and
improving corporate governance. In one-on-one conversations we have
listened to what shareholders have had to say about these important
topics. Our nomination of Samantha Allison is just the beginning of
positive change at the Company – we are also exploring a variety of
near-term improvements to our corporate governance. We expect to be able
to update shareholders on these improvements, as well as the results of
our strategic review with Wells Fargo Securities, in the near future.
Let us be clear – this Board is willing and eager to work with
shareholders who are genuinely focused on the Company’s long-term
future–not winning a proxy fight or looking for short-term gains–to make
significant changes to its corporate governance (including further
enhancing the Board with new independent directors with the background
and experience to help management and the Board maximize value for all
shareholders) and to move our Company forward. We strongly believe in
the long-term value-creating potential of our Company– driven by our
many strengths including our people, our products and our position in
the markets we serve – and our management and Board are deeply committed
to leveraging these strengths to provide the best returns for all of our
shareholders.
On behalf of your Board of Directors and management team, we appreciate
your continued support.
Sincerely,
The Board of Directors of The Eastern Company
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.
Eastern Nominees: The Better Choice for ALL Shareholders
SAMANTHA ALLISON
Ms. Allison has 25 years of professional
experience, including global industrial and manufacturing experience,
and a proven track record of working constructively with the boards and
management teams of publicly traded companies to help improve their
operations, strategic focus, profitability and corporate governance.
DAVID C. ROBINSON
Mr. Robinson has been a director of
Eastern since 1990, and his experience with the Company through both
good and challenging times has enabled him to develop a deep
understanding of our diverse product lines and businesses. With this
unique perspective, Mr. Robinson brings continuity and a level of
insight regarding the Company’s strategy and growth opportunities.
Eastern’s Nominees Represent a Promising Future for The Eastern
Company and Its Shareholders
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Eastern is on the right path for long-term growth
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We have a track record of focusing our efforts on maximizing profit
and producing cash flows to adequately fund new product development,
efficiency improvements and dividend payouts
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We have retained the services of Wells Fargo Securities to assist in
our evaluation of strategic opportunities
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Areas of opportunity for Eastern include lightweight composite panels,
vehicular hardware, and safety and security products, which have
emerged over the last few years as major needs in the United States
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We are a nearly 160-year-old New England Company with enduring core
values
Barington Nominees, James A. Mitarotonda and Michael A. McManus, Jr.,
Will NOT Add Value to the Company
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Barington has not presented an actionable strategic plan for the
Company
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Mr. Mitarotonda is over-extended
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Mr. McManus has close ties with both Barington and Mr. Mitarotonda
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Eastern’s nominees are better qualified to provide the strategic
guidance and corporate governance that the Company’s shareholders
deserve
VOTE THE BLUE PROXY CARD TO SUPPORT
THE EASTERN COMPANY
Barington is soliciting proxies for its nominees using a WHITE proxy
card. Your Board DOES NOT endorse
any Barington nominee.
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Your Board urges you to disregard any
WHITE proxy card or solicitation materials that may be sent
to you by Barington.
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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.
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If you have any questions or require any assistance with voting your
shares, please contact the Company’s proxy solicitor:
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GEORGESON
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Toll-free number: 888-549-6618
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E-mail address: EasternCompany@georgeson.com
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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, are contained in the proxy statement and other
related materials for the Company’s 2015 Annual Meeting of Shareholders
filed with the SEC.
The Company has filed a definitive proxy statement, 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), BLUE
PROXY CARD AND OTHER RELATED MATERIALS 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
U.S. 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.
Copyright Business Wire 2015