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Leading Independent Third-Party Proxy Advisors Recommend Dynacor Shareholders Vote Against Changing Board Size and Against Election of the Dissident's Nominee using only the Gold Proxy
Dynacor Group Inc. (TSX: DNG) (“Dynacor” or the "Corporation"), is pleased to ann...
About this update from Dynacor Group Inc
[{"type":"text","content":"Leading Independent Third-Party Proxy Advisors Recommend Dynacor Shareholders Vote Against Changing Board Size and Against Election of the Dissident’s Nominee using only the Gold Proxy\n\n\n .bwlistdisc { list-style-type: disc }\n.bwuline { text-decoration: underline }\n \n\n\n\n\n Dynacor Group Inc. (TSX: DNG) (“Dynacor” or the \"Corporation\"),\n \n is pleased to announce that Institutional Shareholder Services (“\n \n ISS\n \n ”) and Glass Lewis & Co., LLC (“\n \n Glass Lewis\n \n ”), leading independent proxy advisory firms, have recommended that Dynacor shareholders vote AGAINST fixing the Dynacor board size to nine and AGAINST electing Robert Leitz to Dynacor’s board using the Dynacor management\n \n GOLD\n \n form of proxy or voting instruction form (together the “\n \n Gold Proxy\n \n ”) at the upcoming Special Meeting of Shareholders (the \"Requisitioned Meeting\").\n \n\n\n\n Glass Lewis’ Commentary\n \n\n\n\n\n\n In making its recommendations to vote the\n \n\n GOLD\n \n\n Proxy, Glass Lewis takes issue with iolite Capital Management AG (the “Dissident”) ignoring Dynacor’s strong long-term performance, its dismissal of the Corporation’s capital requirement disclosure on its expansion plans, the Dissident’s short-term perspectives, and Robert Leitz’s inexperience on publicly traded boards:\n \n\n\n\n\n “…iolite's case does not, in our view, incorporate adequate detail or a sufficiently comprehensive analytical lookback in relation to the Company's generally strong performance, and further seems to understate or dismiss potentially material capital requirements prospectively associated with Dynacor's messaged growth tack. Coupled with what we consider to be a fairly rapid acceleration in the Dissident's engagement methodology…we are concerned that the contemplated election of Mr. Leitz, who does not appear to have prior public company board experience, hinges too heavily on short-term factors.”\n \n\n\n\n\n Glass Lewis notes that from its analysis, Dynacor’s capital raise was justifiable, and its terms were in line with capital raises in the space:\n \n\n\n\n\n “Cast against extant liquidity (i.e. cash and STI of US$25.8 million as of December 31, 2024) and ...