UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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ROCKWELL MEDICAL, INC.
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(Name of Registrant as Specified in Its Charter)
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RICHMOND BROTHERS, INC.
RBI PRIVATE INVESTMENT I, LLC
RBI PRIVATE INVESTMENT II, LLC
RBI PI MANAGER, LLC
RICHMOND BROTHERS 401(K) PROFIT SHARING PLAN
DAVID S. RICHMOND
MATTHEW J. CURFMAN
NORMAN J. RAVICH IRREVOCABLE TRUST
NORMAN AND SALLY RAVICH FAMILY TRUST
ALEXANDER COLEMAN RAVICH 1991 IRREVOCABLE TRUST
ALYSSA DANIELLE RAVICH 1991 IRREVOCABLE TRUST
MARK H. RAVICH
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Richmond Brothers, Inc.
and Mark H. Ravich, together with the other participants named herein (collectively, “Richmond Brothers”), have filed
a definitive proxy statement and accompanying
BLUE
proxy card with the Securities and Exchange Commission to be used to
solicit votes for the election of Richmond Brothers’ highly-qualified director nominee to the Board of Directors of Rockwell
Medical, Inc., a Michigan corporation (the “Company”), at the Company’s upcoming 2017 annual meeting of shareholders,
or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations
thereof.
On April 28, 2017,
FinancialAdvisorIQ.com issued the following article, which includes certain statements by David S. Richmond, the Chairman
of Richmond Brothers, Inc. In addition, the article has been posted by Richmond Brothers to
www.richmondbrothers.com/time-for-action-at-rmti
,
which can be reached from
www.richmondbrothers.com
:
Wealth Firm Picks Activist Investor Fight
By
Thomas Coyle
April
28, 2017
Citing a fiduciary duty to its clients, financial planning
firm
Richmond Brothers
has taken the unusual step of launching a proxy attack on
Rockwell Medical
, a
Nasdaq
-listed
company that develops and markets treatments for kidney diseases.
“I’ve never heard of a firm like ours doing anything
like this,” says
David Richmond
, board chairman and co-owner of Jackson, Mich.-based Richmond Brothers, an RIA that
manages about $300 million. “But we hang our own shingle and create our own opportunities and liabilities, and we truly believe
we’re doing what’s right for our clients.”
Richmond Brothers, on behalf of its executives and clients,
and in partnership
Mark Ravich
, a Minneapolis-based businessman – who together represent almost 12% of Rockwell Medical’s
outstanding common stock – wants a seat on Rockwell’s board to steer the company toward new strategies.
These shareholders want Rockwell Medical to improve sales
of Triferic, an iron-replacement drug that’s done well in clinical reviews, and position itself for success with Calcitriol,
a generic drug for patients in need of dialysis for which the company soon expects to receive FDA approval to manufacture.
In addition, says Richmond, the activists feel Rockwell Medical’s
management – especially its CEO and founder
Rob Chioini
– is over-compensated.
Wixom, Mich.-based Rockwell Medical has a market capitalization
of $457.5 million on 51.5 million shares and an intraday share price of $8.68 on April 27, according to
Google
Finance.
“This could be a $40 stock,” says Richmond, who
has owned shares in Rockwell Medical since “about 2002” and started recommending the issues to clients shortly thereafter.
Chioini has told the dissident shareholders Rockwell Medical
has a long-term strategy “to grow revenue by first securing the highest Medicare reimbursement possible, signing lucrative
contracts with national dialysis companies for Triferic” and carving out partnerships for international sales, according
to Crain’s Detroit Business.
“We have met with and tried to work with David, and
for whatever reason, we are where we are today,” Chioini tells Crain’s, referring to Richmond by his first name.
Richmond says he’d rather fight than sell his Rockwell
Medical shares — or recommending his clients do so — because he has the means to effect positive change at the company
and he owes it to his clients to try.
“If we are not on the board they’re not going
to do the right thing,” he says. “Our whole idea is to unlock the full value of the stock” as part — he
says — of his firm’s fiduciary obligation to his clients.
But does Richmond Brothers run afoul of the fiduciary standard
when its executive personally owns shares in the company he’s fighting?
Not at all, says
Tamar Frankel
, an expert on business
ethics, fiduciary law and corporate governance.
“They’re saying they were entrusted with the
power to represent their clients and use their expertise and judgment in doing that,” Frankel, a professor at
Boston
University’s
law school, says of Richmond Brothers in its role as activist shareholder. “That’s what the
fiduciary duty is.”
Adds Frankel: “If they judge there is no conflict —
and if it’s something they themselves would do — then there is no conflict.”
That said, Frankel believes Richmond Brothers is taking a
slight fiduciary risk in one respect. If the firm’s actions with respect to Rockwell Medical are born of a desire “to
make a reputation” and if these actions end up harming clients — by, for instance, further reducing the value of the
shares in question — it might amount to “a very thin and watery conflict” in the form of a potential reduction
“in the value of their judgment.”
Richmond seems to be of two minds about that.
On one hand, he doesn’t plan to make his firm a serial
— or even a repeat — shareholder activist. He thinks it’s too time-consuming and expensive. “All the costs
are coming out of our pockets personally,” he says, referring to himself and other brass at Richmond Brothers. “We
can’t charge clients for any of this. It’s not in our business model, so it wouldn’t be fair.”
On the other hand, Richmond sees activism as a significant
value-add that could get on the menu at some RIAs.
“If you look at the industry, a lot of people are saying
there will be fewer RIAs and those will be bigger than they generally are now,” Richmond tells FA-IQ. “At the same
time, activism has blossomed, so it “could be part of an RIA’s service offering” — even if it calls for
“a strong stomach” and a willingness “to spend a lot of money.”
In conclusion, says Richmond, “If I were a client,
I would want to be with someone who was willing to walk to the ends of the earth for me.”
The spat between Rockwell Medical and the activists may come
to a head on June 1. That’s when the company has its next shareholder meeting.
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