Landec Corporation (Nasdaq: LNDC) (“Landec” or the “Company”), a
diversified health and wellness Company with two operating
businesses, Curation Foods, Inc. (“Curation Foods”) and Lifecore
Biomedical, Inc. (“Lifecore”), announced today the nomination of
three new members to serve on its Board of Directors (“Board”) for
consideration at the Company’s 2020 Annual Meeting of Stockholders
(the “Annual Meeting”).
The new nominees to the Board include Jeffery L.
Edwards, Patrick D. Walsh and Joshua E. Schechter, each of whom the
Board of Directors believes will greatly contribute to the
diversity and expertise of the Board. In connection with these
nominations, Frederick Frank, who has served as a member of the
Board since 1999, has decided not to stand for re-election to the
Board at the Annual Meeting. As a result, if the new nominees are
elected, the Board would be comprised of 12 members, eight of whom
will have joined the Board in the last 14 months.
”As our nominations make clear, we are focused on
accelerating growth at Lifecore, adding new directors who enrich
the business with robust life sciences expertise. They bring a new
and complementary depth of knowledge and proven track records of
success that we believe will be of great value to Landec as we
drive sustainable, profitable growth across our diverse business
segments,” said Board Chair Andrew Powell. “The Board of Directors
recognizes and appreciates Fred's more than 20 years of service to
Landec,” Mr. Powell continued. “Fred’s expertise and industry
experience have been invaluable to Landec, and it has been an honor
and a pleasure to serve with him.”
Subject to the requisite stockholder approvals at
the Annual Meeting, the Board will be comprised of the following
members by primary areas of expertise:
Life Science Expertise
- Andrew Powell, Retired Executive Vice President and General
Counsel, Medivation, LLC
- Catherine A. Sohn, Pharm.D., Retired Senior Vice President,
GlaxoSmithKline plc
- Jeffery L. Edwards, Retired CFO, Allergan
- Patrick D. Walsh, Former CEO, TriPharm Services
Consumer Packaged Goods
Expertise
- Albert Bolles, Ph.D., President and CEO, Landec
Corporation
- Deborah Carosella, Retired CEO, Madhava Natural Sweeteners
- Katrina L. Houde, Retired CEO, SunOpta, Inc
Financial, Strategic and Governance
Expertise
- Nelson Obus, Managing Member, Wynnefield Capital Management,
LLC
- Craig Barbarosh, Director and Partner, Katten Muchin Rosenman
LLP
- Charles Macaluso, Principal, Dorchester Capital Advisors,
LLC
- Tonia Pankopf, Managing Partner, Pareto Advisors, LLC
- Joshua E. Schechter, Former Co-President, Steel Partners Japan
Asset Management
“This year has been transformational for Landec,
and while our diverse business segments operate at different stages
of growth, we continue to create shareholder value by supporting
and accelerating growth at Lifecore and transforming Curation Foods
for profitable growth,” said Landec’s President and CEO Dr. Albert
Bolles. “Putting the right people in the right positions has been
an important guiding principle of this work. Today’s announcement
continues the refreshment of our Board and management team, which
has been ongoing for over a year. We believe these changes will
further rebalance our management to better serve the differentiated
needs of Lifecore and Curation Foods, enhance the distinct value of
each business and position the company overall for success.”
Landec has agreed to nominate Mr. Schechter at the
Annual Meeting pursuant to a Cooperation and Support Agreement into
which the Company has entered with Legion Partners Asset
Management, LLC and certain of its affiliates (collectively,
“Legion Partners”), one of the Company’s largest stockholders,
which beneficially owns approximately 9.9% of the Company’s
outstanding common stock. Mr. Schechter is not affiliated with
Legion Partners and, if elected, will serve on the Board of
Directors as an independent director.
Chris Kiper, Co-Founder and Managing Director of
Legion Partners, said, “Landec has a valuable collection of
businesses with enormous potential. We are pleased to have engaged
with the Board to reach a resolution that adds a new independent
director who will help the Company navigate the current market
conditions and pursue our shared goal of significantly enhancing
shareholder value.”
The election of Mr. Walsh and Mr. Schechter to the
Board will be further conditioned upon the approval by the
Company’s stockholders of an amendment to the Company’s bylaws to
increase the maximum size of the Board from 10 directors to 12
directors (the “Bylaws Amendment Proposal”) at the Annual Meeting.
If the Bylaws Amendment Proposal is not approved at the 2020 Annual
Meeting, neither Mr. Walsh nor Mr. Schechter will be elected to the
Board, and the Company’s Cooperation and Support Agreement with
Legion Partners shall terminate.
Information about the Nominees
For more information regarding the nominees to the
Board, including additional biographical information, please refer
to Landec’s proxy statement related to the Annual Meeting. The
Company has filed with the Securities and Exchange Commission (the
“SEC”) a preliminary proxy statement in connection with the Annual
Meeting, which is available, free of charge, on the SEC’s website,
at www.sec.gov, and the Company intends to file with the SEC and
mail to its stockholders a definitive proxy statement in connection
with the Annual Meeting, which will be available, free of charge,
on the SEC’s website, at www.sec.gov, once filed.
- Jeffery L. Edwards is a nominee to the Board.
In 2015, Mr. Edwards retired from Allergan, Inc. after 22 years and
where he served as Executive Vice President, Finance and Business
Development and Chief Financial Officer from September 2005 to
August 2014. Mr. Edwards is a member of the board of directors of
FibroGen, Inc., a publicly traded biopharmaceutical company, serves
on the board of directors of Bio-Rad Laboratories, Inc., a publicly
traded life sciences research and clinical diagnostic products
company, and also serves on the board of directors of Clearside
Biomedical Inc., a publicly traded, clinical stage pharmaceutical
company. Additionally, Mr. Edwards serves on the board of directors
of BioTheryX, Inc., a privately owned, clinical stage biotechnology
company. Mr. Edwards received a B.A. in Sociology from
Muhlenberg College and completed the Advanced Management Program at
the Harvard Business School.
- Patrick D. Walsh is a nominee to the Board. He
the founder and Chairman of Diligence Group, LLC, a consulting
practice serving clients in the healthcare industry. He currently
serves as an Operating Partner at Ampersand Capital Partners, a
private-equity healthcare investment firm. Mr. Walsh currently
serves as Chairman of the board of directors of ANI
Pharmaceuticals, Inc., a publicly traded specialty pharmaceutical
company (ANIP), since June 2018. He also currently serves on the
board of directors of Industria Chimica Emiliana, S.p.A. (ICE), a
privately-held specialty API supplier to the pharmaceutical
industry based in Milan, Italy. Mr. Walsh also currently serves as
a director for Avid Bioservices, Inc. since October of 2017. Mr.
Walsh holds a degree in General Studies from Lewis & Clark
College.
- Joshua E. Schechter is a nominee to the Board.
Mr. Schechter has served as a member of the board of directors of
Bed Bath & Beyond since May of 2019. Mr. Schechter has also
served as Chairman of the board of directors of SunWorks, Inc., a
premier provider of high-performance solar power solutions, since
May 2018, Viad Corp, an S&P SmallCap 600 international
experiential services company, since April 2015, and a director of
Support.com, Inc., a leading provider of cloud-based software and
services, since June 2016. Mr. Schechter earned an MPA in
Professional Accounting and a BBA from The University of Texas at
Austin.
About Landec CorporationLandec
Corporation (NASDAQ: LNDC) is a leading innovator of diversified
health and wellness solutions with two operating businesses:
Curation Foods, Inc. and Lifecore Biomedical, Inc. Landec designs,
develops, manufactures, and sells products for the food and
biopharmaceutical industry. Curation Foods is focused on innovating
and distributing plant-based foods with 100% clean ingredients to
retail, club and foodservice channels throughout North America.
Curation Foods is able to maximize product freshness through its
geographically dispersed family of growers, refrigerated supply
chain and patented BreatheWay® packaging technology. Curation Foods
brands include Eat Smart® fresh packaged vegetables and salads, O
Olive Oil & Vinegar® premium artisan products, and Yucatan® and
Cabo Fresh® avocado products. Lifecore Biomedical is a fully
integrated contract development and manufacturing organization
(CDMO) that offers highly differentiated capabilities in the
development, fill and finish of sterile, injectable pharmaceutical
products in syringes and vials. As a leading manufacturer of
premium, injectable grade Hyaluronic Acid, Lifecore brings 35 years
of expertise as a partner for global and emerging biopharmaceutical
and biotechnology companies across multiple therapeutic categories
to bring their innovations to market. For more information about
the Company, visit Landec’s website at www.landec.com.
Additional Information and Where to Find
It
This communication may be deemed to contain
solicitation material in respect to the solicitation of proxies
from the Company's stockholders in connection with the Company’s
2020 Annual Meeting of Stockholders (the “Annual Meeting”). The
Company has filed with the Securities and Exchange Commission (the
“SEC”) a preliminary proxy statement in connection with the Annual
Meeting (the “Preliminary Proxy Statement”), and the Company
intends to file with the SEC and mail to its stockholders a
definitive proxy statement and WHITE proxy card in connection with
the Annual Meeting (the “Proxy Statement”). The Proxy Statement
will contain important information about the Company, the Annual
Meeting, the Company’s slate of director candidates for election to
the Board at the Annual Meeting, and related matters. Stockholders
may obtain a free copy of the Preliminary Proxy Statement, the
Proxy Statement and other documents that the Company files with the
SEC (when they become available) on the SEC’s website, at
www.sec.gov. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT, THE PROXY STATEMENT AND ANY OTHER
RELEVANT SOLICITATION MATERIALS FILED WITH THE SEC (WHEN THEY
BECOME AVAILABLE) BEFORE MAKING ANY VOTING OR INVESTING DECISION
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING.
Certain Information Regarding
Participants
The Company and certain of its directors and
executive officers are participants in the solicitation of proxies
from the Company’s stockholders in connection with the Annual
Meeting. Information regarding the names of these directors and
executive officers and their respective interests in the Company is
set forth in the Preliminary Proxy Statement and will be set forth
in the Proxy Statement. The Preliminary Proxy Statement, the Proxy
Statement and any other documents filed by the Company with the SEC
may be obtained by investors and stockholders free of charge on the
SEC's website at www.sec.gov. Copies will also be available at no
charge on the Company's website at www.landec.com.
Important Cautions Regarding
Forward-Looking Statements
This press release contains forward-looking
statements regarding future events and our future results that are
subject to the safe harbor created under the Private Securities
Litigation Reform Act of 1995 and other safe harbors under the
Securities Act of 1933 and the Securities Exchange Act of 1934.
Words such as “anticipate”, “estimate”, “expect”, “project”,
“plan”, “intend”, “believe”, “may”, “might”, “will”, “should”, “can
have”, “likely” and similar expressions are used to identify
forward-looking statements. All forward-looking statements involve
certain risks and uncertainties that could cause actual results to
differ materially, including such factors among others, as the
timing and expenses associated with operations, the ability to
achieve acceptance of the Company’s new products in the market
place, weather conditions that can affect the supply and price of
produce, government regulations affecting our business, the timing
of regulatory approvals, uncertainties related to COVID-19 and the
impact of our responses to it, the ability to successfully
integrate Yucatan Foods into the Curation Foods business, and the
mix between domestic and international sales. For additional
information about factors that could cause actual results to differ
materially from those described in the forward-looking statements,
please refer to our filings with the Securities and Exchange
Commission (“SEC”), including the risk factors contained in our
most recent Annual Report on Form 10-K. Forward-looking statements
represent management’s current expectations and are inherently
uncertain. Except as required by law, we do not undertake any
obligation to update forward-looking statements made by us to
reflect subsequent events or circumstances.
Contact Information:
Investor Relations
Jeff Sonnek
(646) 277-1263
jeff.sonnek@icrinc.com
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