Caesarstone Sets Facts Straight in Response to Kibbutz’s Recent Letters to Shareholders
November 30, 2015 | By Business Wire News
MENASHE, Israel
Caesarstone Sdot Yam Ltd. (NASDAQ:CSTE) (“Caesarstone” or the “Company”) takes this opportunity to respond to the statement released by Kibbutz Sdot-Yam (the “Kibbutz”) on November 23, 2015, in which the Kibbutz re-published its letter to Caesarstone shareholders alleging inaccuracies in the Company’s recent presentation to a leading independent proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”). As outlined below, the Kibbutz’s letter misrepresents both the Company’s position and the background of the current contested election.
The Company reiterates its belief that the Kibbutz’s nominees will not act in the best interest of shareholders and that, in contrast, the Company’s nominees offer an appropriate combination of stability and innovation. Shareholders are urged to follow the recommendations of leading independent proxy advisory firms ISS, Glass Lewis & Co., LLC (“Glass Lewis”) and Egan-Jones Proxy Services (“Egan-Jones”) to vote “FOR”ALL seven of Caesarstone’s director nominees – Moshe Ronen, Shachar Degani, Amihai Beer, Amit Ben Zvi, Ronald Kaplan, Yonatan Melamed and Ofer Tsimchi – and “AGAINST” the two opposition director nominees of Kibbutz Sdot-Yam (the “Kibbutz”) – Amnon Dick and Yitzhak (Itzick) Sharir – on the WHITE proxy card.
Your vote is important. In the event that more than seven nominees receive the affirmative vote of holders of a majority of the voting power represented at the Company’s annual general meeting of shareholders (the “Meeting”) to be held on December 3, 2015, the seven nominees who receive the highest number of affirmative votes in favor of their election out of these nine nominees will be elected to serve as directors.
The Kibbutz’s Claims | The Facts | |
Whatever the outcome of the vote, the Kibbutz will have only three out of nine directors on the board. |
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The Kibbutz favors nominating an independent chairman to the board and voluntarily gave up the chairmanship by asking Maxim Ohana, a Kibbutz member, not to run for reelection as chairman of the Company’s board. |
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The Kibbutz seeks to add two directors with complete independence. |
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The Kibbutz’s director nominees are highly qualified. |
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The Kibbutz suggested and introduced Ronald Kaplan to the Company’s nominating committee after engaging JPMorgan. |
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Company nominee Ronald Kaplan was nominated to improve the Company’s board of directors and corporate governance. |
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Last year, the Kibbutz suggested five qualified and independent candidates as part of the nominating committee’s search, and management rejected each one for no reason. |
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The Kibbutz has endeavored to work with the board to put forward exceptional and well-respected candidates. |
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All of the Kibbutz’s requests to meet with the Company have gone unanswered. |
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The Company refuses to discuss the identity of director nominees. |
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The CEO does not permit the board to meet without his presence and exercises undue influence on the board of directors, compromising their independence. The CEO dominates the board. |
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The Company’s CEO is deeply involved in selecting board members and attempts to influence internal Kibbutz procedures. |
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Mr. Melamed’s relationship with the Company’s CEO hinders his ability to challenge the CEO’s decisions or exercise independent judgment. |
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Ofer Tsimchi worked as a director alongside the Company’s CEO at Tefron Ltd. for three years, casting doubt on his independence as a director at Caesarstone. |
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Caesarstone shareholders are reminded that their vote is extremely important, no matter how many or how few shares they own. All shareholders of record as of November 3, 2015 are entitled to vote at the Meeting to be held on December 3, 2015. Caesarstone urges shareholders to follow the recommendations of ISS, Glass Lewis and Egan-Jones and to vote “FOR”ALL seven of Caesarstone’s director nominees – Moshe Ronen, Shachar Degani, Amihai Beer, Amit Ben Zvi, Ronald Kaplan, Yonatan Melamed and Ofer Tsimchi – and “AGAINST” the Kibbutz’s two director nominees – Amnon Dick and Yitzhak (Itzick) Sharir – on the WHITE proxy card today. Your vote is important, as in the event that more than seven nominees receive the affirmative vote of holders of a majority of the voting power represented at the Meeting, the seven nominees who receive the highest number of affirmative votes in favor of their election out of these nine nominees will be elected to serve as directors.
If shareholders have questions or need assistance in voting their shares for the upcoming annual general meeting, they may contact Morrow & Co., Caesarstone’s proxy solicitor. Morrow & Co. can be reached by dialing +203-658-9400 or toll-free within the United States at 800-662-5200, or via e-mail at CSTE@morrowco.com.
About Caesarstone
Caesarstone manufactures high quality engineered quartz surfaces, which are used in both residential and commercial buildings as countertops, vanities, wall cladding, floors and other interior surfaces. The wide variety of colors, styles, designs and textures of Caesarstone® products, along with Caesarstone’s inherent characteristics such as hardness, non-porous, scratch and stain resistance and durability, provide consumers with excellent surfaces for their internal spaces which are highly competitive to granite, manufactured solid surfaces and laminate, as well as to other engineered quartz surfaces. Caesarstone’s four collections of products — Classico, Supremo, Motivo and Concetto — are available in 55 countries around the world. For more information about the Company, please visit our website www.caesarstone.com. (CSTE-E)
Forward-Looking Statements
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company’s plans, objectives and expectations for future operations, including its projected results of operations and the expected timing of expanding its manufacturing facilities. These forward-looking statements are based upon management’s current estimates and projections of future results or trends. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These factors include, but are not limited to: the strength of the home renovation and construction sectors; economic conditions within any of the Company’s key existing markets; actions by the Company’s competitors; changes in raw material prices, particularly polymer resins and pigments; fluctuations in currency exchange rates; the success of the Company’s expansion efforts in the United States; the outcome of silicosis claims and the claim by the Company’s former quartz processor; unpredictability of seasonal fluctuations in revenues; delays in manufacturing if the Company’s suppliers are unable to supply raw materials; and other factors discussed under the heading “Risk Factors” in the Company’s most recent annual report on Form 20-F and other documents filed with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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