HOUSTON, Oct. 26, 2015 /PRNewswire/ -- JCP Investment
Management, LLC (together with its affiliates "JCP"), and the other
participants in its solicitation, the collective beneficial owners
of approximately 5.8% of the outstanding Class A shares of Casella
Waste Systems, Inc. ("Casella" or the "Company") (NASDAQ:CWST),
today responded to Institutional Shareholder Services' ("ISS")
recommendation regarding the election of director candidates to
Casella's Board of Directors (the "Board') at the Company's
upcoming Annual Meeting to be held on November 6, 2015 (the "Annual Meeting").
JCP believes ISS has failed to recognize the sense of urgency at
Casella and the need for immediate change to the Board. JCP
therefore strongly urges Casella stockholders to follow the
recommendation of Glass, Lewis & Co., LLC ("Glass Lewis"),
which recommended that Casella stockholders vote on the GOLD
JCP proxy card to elect both of JCP's highly-qualified director
candidates, Brett W. Frazier and
James C. Pappas, at the Annual
Meeting.
James C. Pappas, the Managing
Member of JCP, responded to ISS' report saying, "The ISS report
acknowledged many of the areas of concern JCP has raised. ISS
recognized Casella's long-term underperformance and poor corporate
governance, and even as it credited JCP for recent changes by
Casella, ISS acknowledged that challenges remain. However, it is
unfortunate that ISS did not recognize the urgency of the need for
change on the Board and the apparent inability of the current Board
to act in the best interests of Casella stockholders. As we
have continuously reiterated, we believe a fresh,
shareholder-focused perspective is immediately needed on the
Board. We therefore urge stockholders to follow Glass Lewis'
recommendation by voting the GOLD proxy card today in
support of our highly qualified nominees."
In its report, ISS identified significant concerns at Casella
that JCP believes warrant the addition of its two highly-qualified
candidates to the Board. Specifically, ISS recognized that
JCP "is correct in claiming that Casella has
materially underperformed its industry peers over a period that
even the most patient investor would deem too long" and
that "[a]llegations that the board may have failed to respond
quickly enough are also difficult to dispute."
Further, ISS recognized the need for fresh perspective at the
Company:
"It is worth noting that the
company's reconstituted management team, including COO Johnson and
CFO Coletta, appears to consist primarily of internal candidates
who were promoted from within, as opposed to externally recruited
executives. As such, it may be premature to proclaim that this
'new' team will solve all of the company's challenges or is even
capable of overseeing a dramatic change in corporate culture –
particularly given that there has been no change at the CEO
level."
Importantly, ISS assigned the Company a governance QuickScore of
"9", the second highest rating possible for a company with a poor
corporate governance profile. In recognizing the Company's
governance concerns, ISS stated:
"The board has not addressed
numerous unfortunate provisions of the company's governance
profile, including a classified board, a plurality vote standard,
and supermajority vote requirements. Shareholders do not have the
ability to call special meetings or to act by written consent. The
company's dual class structure provides the Chairman/CEO and his
brother voting power well in excess of their economic
stake."
JCP is also pleased that ISS supports its belief that the
Company faces significant obstacles. Specifically, ISS stated
that "[s]everal challenges remain, as the dissidents have
noted, and investors may understandably wish to see the durability
of recent improvements demonstrated over a longer period before
fully buying into the turnaround story."
Notably, ISS credited JCP for helping the Company focus its
efforts on the qualifications of its director nominees and
recognized the qualifications of JCP nominee Brett W. Frazier, stating that Mr. Frazier
"could arguably provide more meaningful input than certain
members of the current board" and "seems to be a
well-qualified candidate, and his industry experience and
understanding of the company's challenges would appear to outweigh
any concerns regarding his lack of public board
experience."
Although ISS highlighted significant concerns at Casella, JCP
believes it has failed to recognize the need for immediate Board
change at the Company. JCP therefore urges Casella
stockholders to follow Glass Lewis' recommendation by voting on the
GOLD JCP proxy card to elect both of JCP's highly-qualified
director candidates, Brett W.
Frazier and James C. Pappas,
at the Annual Meeting.
CASELLA SHAREHOLDERS, THE TIME FOR ACTION IS
NOW. VOTE YOUR GOLD JCP PROXY CARD FOR BOTH OF THE JCP NOMINEES
TODAY.
If you have any questions, or require
assistance with your vote, please call InvestorCom, Inc., toll-
free at (877) 972-0090 or direct at (203) 972-9300
About JCP Investment Management:
JCP Investment Management, LLC is an investment firm
headquartered in Houston, TX that
engages in value-based investing across the capital
structure. JCP follows an opportunistic approach to investing
across different equity, credit and distressed securities largely
in North America.
Investor Contact:
John Glenn
Grau
InvestorCom, Inc.
(203) 972-9300 ext. 11
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SOURCE JCP Investment Management, LLC