Legion Partners Holdings, LLC Issues Letter to Shareowners.
$PRMW
Dear Fellow Shareowners:
Legion Partners Holdings, LLC, a Delaware limited liability company, and the other participants in this solicitation (collectively, “Legion” or “we”) are significant shareowners of Primo Water Corporation, a corporation continued under the laws of the Province of Ontario (“Primo” or the “Company”), who beneficially own, in the aggregate, 2,393,465 common shares, no par value per share (the “Common Stock”), of the Company, constituting approximately 1.5% of the outstanding Common Stock. We are seeking your support at the Company’s 2023 annual and special meeting of shareowners (the “Annual Meeting”) to elect our two highly-qualified nominees, Timothy P. Hasara and Derek R. Lewis (collectively, the “Legion Nominees”), to the Company’s Board of Directors (the “Board”).
The Company has disclosed that the terms of ten (10) directors who are currently serving on the Board and standing for election expire at the Annual Meeting. This Proxy Statement is soliciting proxies to elect our two (2) Legion Nominees. Our WHITE universal proxy card includes the names of our two (2) Legion Nominees as well as all of the Company’s ten (10) nominees. This gives shareowners who wish to vote for the Legion Nominees the ability to also vote for a full slate of ten (10) nominees in total. The names, backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement dated March 31, 2023. Your vote to elect the Legion Nominees will have the legal effect of replacing two (2) incumbent directors with the Legion Nominees. If elected, the Legion Nominees will constitute a minority on the Board – accordingly, there can be no guarantee that the Legion Nominees will be able to implement the actions that they believe are necessary to unlock shareowner value. However, we believe the election of the Legion Nominees is an important step in the right direction for enhancing long-term value at the Company.
For the reasons set forth in the attached proxy statement and herein, we do not recommend voting for Jerry Fowden, Gregory Monahan, Billy D. Prim and Eric Rosenfeld who have been nominated by the Company. We do not oppose the Company’s six (6) other nominees who have been named in the Company’s proxy statement: Britta Bomhard, Susan E. Cates, Eric J. Foss, Thomas J. Harrington, Archana Singh and Steven P. Stanbrook. However, Messrs. Fowden and Prim are ex-CEOs of the Company and Messrs. Monahan and Rosenfeld work for the same activist hedge fund, which fund has sold most of their position in the Company. Mr. Fowden and Mr. Rosenfeld have leadership roles on the Board, currently serving as Chairman of the Board and Lead Independent Director, respectively. Mr. Rosenfeld is also Chair of the Board’s ESG and Nominating Committee. Collectively, these four incumbent directors have an average tenure of 16 years. Given their long tenures and credentials, we struggle to understand how the perspectives of two ex-CEOs and two hedge fund managers who work at the same firm are additive to the Board. We also find these directors most responsible for the Company’s stagnant performance and strongly believe that if the power dynamics were changed, the Board may begin to function better.
The Board has decided to reject the nomination of two of Legion’s other nominees that were validly nominated – Henrik Jelert and Lori T. Marcus (the “Excluded Nominees”) – claiming they have failed to disclose certain information, which we note is not otherwise required disclosure under applicable securities law. We firmly dispute the Board’s decision to try to exclude the Excluded Nominees from their Blue universal proxy card and not recognize their valid nomination by Legion at the Annual Meeting. Legion has filed an Application in the Superior Court of Justice in Ontario, Canada (the “Court”), seeking, among other things, a declaration that Legion’s nomination of all of its nominees, including the Excluded Nominees, is valid and an order compelling the Company to amend and recirculate its proxy statement for the Annual Meeting to include a universal proxy card including the Excluded Nominees. We have also requested that the Ontario Securities Commission and the Toronto Stock Exchange (the “TSX”) intervene to require, among other things, that the Company re-issue its proxy materials to include all of Legion’s nominees, including the Excluded Nominees.
We expect that we will be successful in one or more of these proceedings and our slate of four, including the Excluded Nominees, will be fully recognized as candidates to the Board at the Annual Meeting. However, there can be no assurance that the Court or a regulator will find in our favor. The Company has disclosed in its proxy statement that if a court determines that Legion’s nomination notice is valid with respect to either or both of the Excluded Nominees, all votes received on the Company’s Blue proxy card will be disregarded and the Annual Meeting may need to be rescheduled. Similarly, if we are successful in Court or with a regulator all votes received on our WHITE proxy card will be disregarded and we will disseminate new proxy materials and a new proxy card that will include the Excluded Nominees.
While Legion has not withdrawn its nomination of the Excluded Nominees, given the Company’s position that their nominations will not be recognized at the Annual Meeting, unless a court or regulator intervenes, Legion is providing a WHITE universal proxy card that includes only the Legion Nominees and the Company’s nominees.
We urge you to carefully consider the information contained in the attached Proxy Statement and then support our efforts by signing, dating and returning the enclosed WHITE universal proxy card today. The attached Proxy Statement and the enclosed WHITE universal proxy card are first being sent to the shareowners on or about April 3, 2023.
If you have already voted for the incumbent management slate, you have every right to change your vote by signing, dating and returning a later dated WHITE universal proxy card or by voting virtually at the Annual Meeting.
If you have any questions or require any assistance with your vote, please contact Saratoga Proxy Consulting LLC, which is assisting us, at its address and toll-free number listed below.
Thank you for your support,
/s/ Christopher S. Kiper
Legion Partners Holdings, LLC
Christopher S. Kiper
Source:
https://www.sec.gov/Archives/edgar/data/884713/000119380523000430/defc14a09050023_03312023.htm