Vote the WHITE Proxy Card Today for the
Independent Slate
EL
SEGUNDO, Calif., June 7, 2022
/PRNewswire/ -- Eileen Drake (the
CEO of Aerojet Rocketdyne (NYSE: AJRD)) and Gen. Kevin Chilton (Ret.), Thomas Corcoran and Gen. Lance Lord (Ret.) (three of its Independent
Directors) (collectively, the "Non-Steel Directors") issued the
following open letter to the shareholders of Aerojet Rocketdyne
Holdings, Inc. ("Aerojet Rocketdyne" or the "Company"):
Fellow Shareholders,
Aerojet Rocketdyne's shareholders are facing an important
decision at the Special Meeting on June
30th.
During her tenure, Eileen Drake
(Aerojet Rocketdyne's CEO) has led the Company to strong
shareholder returns. The Company improved its competitive position,
explored value-enhancing alternatives, gained key customer wins and
is now positioned to deliver substantial future value to Aerojet
Rocketdyne shareholders. Since she was appointed permanent CEO, the
Company has delivered 183% TSR, outperforming the S&P 500 and
peers by 57% and 53%, respectively.
On the other hand, Warren
Lichtenstein (Aerojet Rocketdyne's Executive Chairman) has
endeavored to undermine the Company's management and forward
momentum. He has been paid millions as Executive Chair, while
rarely visiting the Company's office. Mr. Lichtenstein has been
publicly sanctioned by the Board for his actions, following an
investigation by an independent national law firm. He launched a
proxy fight with his hedge fund (Steel Partners) to replace the
Company's directors with friends and two nominees who have provided
consulting services to Steel Partners and affiliates (one of whom
Lichtenstein announced will be appointed as CEO, if Steel Partners
takes control of the Company). Moreover, Mr. Lichtenstein has
attempted to deprive Aerojet Rocketdyne shareholders from the
opportunity to elect a new Board of Directors through litigation
and other shenanigans to delay a shareholder meeting. It is time
for shareholders to remove the Steel Partners Directors at the
upcoming Special Meeting.
We have nominated a world-class, independent slate for election
at the upcoming Special Meeting, comprised of the 4 Non-Steel
Directors currently serving on the Board and 4 new independent
nominees identified by an independent search firm (the "Independent
Nominees"). The Independent Nominees are comprised of Gail Baker (former division President at Collins
Aerospace); Marion Blakey (former
President and CEO of Rolls-Royce North America); Maj. Gen.
Charles Bolden, Jr. (Ret.) (former
Administrator at NASA); and Deborah Lee
James (former Secretary of the U.S. Air Force) (the
"Independent Nominees"). The Non-Steel Directors and Independent
Nominees (collectively, the "Independent Slate") are diverse,
experienced, and focused on shareholder value, and represent the
best path forward for enhancing shareholder value. We urge
Aerojet Rocketdyne shareholders to support the Independent Slate at
the upcoming Special Meeting.
Today we have filed a new investor presentation with the SEC and
will be available on our website, with highlights presented below.
We look forward to continuing our engagement with all our
shareholders in the coming weeks. Thank you for your continued
support.
- Aerojet Rocketdyne has delivered strong returns under the
leadership of its CEO, Eileen
Drake
-
- Since she was appointed permanent CEO, the Company has
delivered 183% TSR, outperforming the S&P 500 and peers
by 57% and 53%, respectively
- The future also is bright - the management team has secured
strategic program wins that provide visibility into long-term
value, and created a near-record backlog of more than 3x annual
revenue
- Announced a high premium sale to Lockheed, which ultimately was
blocked by the FTC
- In February 2022 Warren
Lichtenstein, Aerojet Rocketdyne's Executive Chair and the CEO of
Steel Partners, launched a proxy fight and litigation to
replace the Aerojet Rocketdyne directors who do not have ties to
Steel Partners/Lichtenstein
-
- Guarantee Lichtenstein's nomination at the 2022 annual meeting
regardless of the results of the investigation, and
- Remove one of the incumbent independent directors to
effectively give control of the Board to Lichtenstein and the three
directors with ties to Steel Partners
- After submitting its original slate in January 2022, Steel Partners has since revised
its slate in June 2022 to remove two
existing directors aligned with Lichtenstein / Steel Partners
following their testimony in Court
- Their new slate is comprised of Lichtenstein, an incumbent
director affiliated with Steel Partners, and six new nominees
hand-picked by Steel Partners, including friends and two nominees
who have provided consulting services to Steel Partners and
affiliates (one of whom Lichtenstein announced will be appointed as
CEO, if Steel Partners takes control of the Company).
- Mr. Lichtenstein and people connected with him currently
comprise 4 of the 8 directors on the Company's Board
- In January 2022, facing a
then-ongoing internal investigation into charges of misconduct, Mr.
Lichtenstein attempted to abuse his position as Board chairman to
force the Company's Board to approve a related-party agreement with
Steel Partners that would:
- When CEO and Board member Eileen
Drake and the three directors unaffiliated with Steel
Partners opposed the Steel Partners proposed agreement, Steel
Partners submitted a notice of nomination for the 2022 annual
meeting
- Following Steel Partners' nomination of a slate to take
control of the Board:
-
- Eileen Drake and the Non-Steel
Directors were able to assemble a world-class slate of
highly-qualified and independent nominees with a track record
of success
- Mr. Lichtenstein and Steel Partners launched costly litigation
to relentlessly attack the Non-Steel Directors in an attempt
to bully the Non-Steel Directors from pursuing their slate
- Mr. Lichtenstein originally stated that he wanted an annual
meeting to occur during the first week of May 2022; however, after Ms. Drake was able to
assemble a slate of independent director nominees, Mr. Lichtenstein
sought to delay the annual meeting until as late as
July
- Mr. Lichtenstein filed an HSR notice in early April indicating
an intention to acquire up to $1bn of
AJRD voting securities – or close to a third of AJRD's market cap –
in order to effectively control any vote; however, after he
received criticism for this tactic, he subsequently committed in a
court hearing to not acquire any additional stock before the annual
meeting record date
- An independent investigation into Lichtenstein, of which the
results were released in May 2022,
concluded that he engaged in a pattern of misconduct, and
Lichtenstein was formally reprimanded by the Non-Management
Committee of the Board
- After two of his original slate who are current directors on
the Aerojet Rocketdyne Board testified at the recent trial,
including one who said Mr. Lichtenstein had conflicts, these two
were dropped and replaced by two new last-minute candidates
- Mr. Lichtenstein has been a poor steward of shareholder
value
-
- Mr. Lichtenstein was paid ~$7
million in salary in 2020 for his Executive Chair role,
with similar high salary payments in prior years, but only now is
criticizing Company strategy and destroying value
- During the period starting on the date Mr. Lichtenstein
originally joined the Board in 2008 until Ms. Drake was named
permanent CEO, the Company underperformed the S&P 500 and
its proxy peers by more than 30%
- Under his oversight the Company's pension fund has fallen from
a $60mm+ overfunded position in 2008 to an underfunded position of
~($275mm) today; perhaps not surprisingly, he has resisted an audit
of the pension fund's performance
- He has sold down his position from more than 14% to ~5% today
(while 4 of his 8 director selections remain on the board)
- Mr. Lichtenstein has demonstrated that he is completely out of
touch with the Company, launching a website in support of his proxy
fight with images of Russian rockets rather than those manufactured
by Aerojet Rocketdyne
- It is time for shareholders to remove the Steel Partners
Directors and support the Independent Slate at the upcoming Special
Meeting
-
- The Independent Slate is comprised of the 4 Non-Steel Directors
currently serving on the Board and 4 new independent nominees
identified by an independent search firm (all with successful track
records and relevant experience)
- The Independent Slate will act in the best interest of all
shareholders, including evaluating all opportunities to maximize
shareholder value
Eileen P. Drake
Chief Executive
Officer
Kevin Chilton, Thomas Corcoran, Lance
Lord
Aerojet Rocketdyne's
Independent Directors
Shareholders with questions can contact our solicitor: D.F. King
& Co., (212) 269-5550 (collect) or via e-mail at
AJRD@dfking.com.
Important Information
This communication is being made in the participants' individual
capacity, and not by or on behalf of Aerojet Rocketdyne Holdings,
Inc. (the "Company"). No Company resources were used in connection
with these materials. On June 1,
2022, Eileen P. Drake,
General Kevin Chilton, USAF (Ret.),
General Lance Lord, USAF (Ret.) and
Thomas Corcoran (the "Incumbent
Directors") filed a definitive proxy statement with the Securities
and Exchange Commission (the "SEC") in connection with the
solicitation of proxies for a special meeting of stockholders of
the Company to be held on June 30,
2022.
STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders
may obtain a free copy of the definitive proxy statement, any
amendments or supplements thereto and other documents that the
Incumbent Directors file with the SEC from the SEC's website at
www.sec.gov. The Incumbent Directors, together with Gail Baker, Marion
Blakey, Charles Bolden and
Deborah Lee James, may be deemed
participants in the solicitation of proxies from stockholders.
Information about the participants is set forth in the definitive
proxy statement.
Contact:
D.F. King & Co., Inc.
Edward T. McCarthy / Tom Germinario
AJRD@dfking.com
Committee's Website:
https://maximizeajrdvalue.com/
View original
content:https://www.prnewswire.com/news-releases/committee-for-aerojet-rocketdyne-shareholders-and-value-maximization-files-new-investor-presentation-301562822.html
SOURCE Committee for Aerojet Rocketdyne Shareholders and Value
Maximization