Gratified That its Involvement Led to a Reconstituted Board with Four New Independent Directors
The Committee Members State Their Intention to Vote Against Chairman & CEO Chris Reed for Failing to
Work in Good Faith with the Committee to Appoint Shareholder Nominees to the Board
The Committee Members Intend to Remain Vigilant in Monitoring the Performance of the Company, its CEO and
New Directors
PR Newswire
NEW YORK, Nov. 16, 2016
NEW YORK, Nov. 16, 2016 /PRNewswire/ -- The Committee to Rescue
Reed's ("The Committee"), a group of concerned shareholders of Reed's, Inc. (NYSE MKT: REED) ("Reed's" or the "Company"),
announced today that it has withdrawn its nomination of director candidates and proxy contest at the upcoming 2016 Annual Meeting
of Stockholders after achieving virtually all of its near-term objectives for the Company, including a reconstituted Board with
four new independent directors. The Committee grew concerned in recent weeks that a proxy contest could have unintended
consequences on the tenuous financials of the Company and had grown wary of the Company's incumbent-favoring majority vote
standard for contested elections.
The Committee issued the following statement:
"As a direct result of the steadfast efforts of The Committee, the Company has not only put forth four new independent Board
nominees who seem to have the requisite industry, governance and financial expertise to properly oversee the Company, but has
also finally separated the Chairman and CEO roles. While The Committee is grateful that the Company finally took the steps to
enhance the composition of its Board, it remains disappointed, though not surprised, that CEO Chris
Reed failed to appoint shareholder representatives to the Board, as agreed in principle a month ago. Nevertheless, The
Committee believes its actions and recommendations are not only in the best interests of the Company but also of shareholders as
evidenced by the 69% increase in the stock price to-date since The Committee formally engaged the Company
on August 2, 2016."
"With respect to voting on the proposals at the upcoming 2016 Annual Meeting of Stockholders, the members of The Committee
intend to vote their shares as follows:
- Proposal 1: WITHHOLD votes against CEO Christopher J. Reed for failing to work in
good faith with The Committee to appoint shareholder representatives to the Board.
- Proposal 2: Vote AGAINST the auditor. After seven years, it is time the Company engaged a new
auditor.
- Proposal 3: Vote FOR the say-on-pay vote.
- Proposal 4: Vote AGAINST re-pricing of previously issued stock options. Performance goals were not met.
Re-pricing options would simply reward failure. Stockholders do not get the benefit of re-priced shares, why should
employees?
- Proposal 5: Vote FOR the bylaw amendment requiring Directors to resign if they fail to receive the required vote for
re-election. There should be no "zombie" Directors.
- Proposal 6: Vote FOR the shareholder proposal to require an independent Chairman. The Chairman should be
separate from the CEO to ensure greater oversight and accountability.
- Proposal 7: Vote FOR the shareholder proposal on proxy access. Allowing long-term shareholders to add up to two
nominees to the corporate proxy will enhance the Board's accountability to shareholders."
The Committee concluded, "It is our hope that the newly constituted Board will be fully committed to representing the best
interests of stockholders. We continue to be convinced that the Company has good products and can continue to grow with
competent operational leadership and functional corporate governance. This has been sorely lacking under Chris Reed's tenure as CEO for the past 28 years and simply cannot continue. We will remain vigilant in
monitoring what we hope will be a successful transformation from historically poor performance to enhancement of shareholder
value under improved governance and leadership."
Investor Contacts:
James McRitchie
jm@corpgov.net
Phone: 916-869-2402
or
Edwin R. Lozano
erlozano@rcn.com
The Committee to Rescue Reed's
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SOURCE The Committee to Rescue Reed's
