Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
PLEASE SIGN, DATE
AND MAIL THE
BLUE
PROXY CARD TODAY
Richmond Brothers,
Inc. and Mark H. Ravich, together with the other participants in this solicitation (collectively, “Richmond Brothers”),
are making this proxy statement supplement and accompanying
BLUE
proxy card available to holders of common stock, no par
value per share (“Common Stock”), of Rockwell Medical, Inc., a Michigan corporation (“Rockwell” or the
“Company”), in connection with the solicitation of proxies in connection with the Company’s 2017 annual meeting
of shareholders scheduled to be held on Thursday, June 1, 2017, at 9:00 a.m., Eastern Time, at the Wixom Community Center, 49015
Pontiac Trail, Wixom, Michigan 48393 (including any and all adjournments, postponements, continuations or reschedulings thereof,
or any other meeting of shareholders held in lieu thereof, the “Annual Meeting”).
We are seeking your
support at the Annual Meeting to elect Richmond Brothers’ director nominee, Mark H. Ravich (the “Nominee”), to
the Company’s Board of Directors (the “Board”) in opposition to the Company’s director nominee for the
class with terms ending in 2020.
Richmond Brothers
filed its definitive proxy statement for the Annual Meeting with the Securities and Exchange Commission (the “SEC”)
on April 20, 2017. The Company filed its definitive proxy statement for the Annual Meeting with the SEC on April 21, 2017. This
supplement discloses certain information about the Annual Meeting included in the Company’s definitive proxy statement that
had not been publicly available at the time we filed our definitive proxy statement.
IMPORTANTLY, IF YOU
HAVE SUBMITTED A
BLUE
PROXY CARD AND YOU DO NOT WISH TO CHANGE YOUR VOTE, THEN YOU DO NOT HAVE TO TAKE ANY FURTHER ACTION.
You should DISREGARD AND DISCARD any WHITE proxy card you receive from the Company.
According to the
Company’s definitive proxy statement, as of April 3, 2017, the record date for the Annual Meeting, there were 52,057,711
shares of Common Stock outstanding and expected to be entitled to vote at the Annual Meeting.
According to the
Company’s definitive proxy statement, to be considered for inclusion in the Company’s proxy statement for the 2018
annual meeting of shareholders (the “2018 Annual Meeting”), shareholder proposals submitted in accordance with SEC
Rule 14a-8 must be received in writing at the Company’s principal executive offices no later than December 22, 2017. Address
all shareholder proposals and notices to: Rockwell Medical, Inc., Thomas E. Klema, Secretary, 30142 Wixom Road, Wixom, Michigan
48393. According to the Company’s definitive proxy statement, any shareholder intending to present any proposal (other than
a proposal made by, or at the direction of, the Board) at the 2018 Annual Meeting, must give written notice of that proposal to
the Company’s Secretary no earlier than the close of business on February 1, 2018 and no later than March 3, 2018; however,
if the 2018 Annual Meeting date has been significantly advanced or delayed from the first anniversary of the date of the 2017 Annual
Meeting, then notice of such proposal must be given not later than the 90th day before the meeting or, if later, the 10th day after
the first public disclosure of the date of the annual meeting. A shareholder delivering such notice must provide the information
required by the Company’s Bylaws and also must update the information provided in the notice at the times specified in the
Bylaws.
The information
set forth above regarding the procedures for submitting shareholder proposals for consideration at the 2018 Annual Meeting is based
on information contained in the Company’s definitive proxy statement and the Bylaws. The incorporation of this information
in this proxy statement should not be construed as an admission by Richmond Brothers that such procedures are legal, valid or binding.
For details regarding the
qualifications of the Nominee as well as our reasons for making this solicitation, please see our definitive proxy statement filed
with the SEC on April 20, 2017. If you need another copy of our definitive proxy statement or this supplement, please contact Saratoga
Proxy Consulting LLC, which is assisting Richmond Brothers with its effort to solicit proxies, at the address and toll-free number
set forth on the back cover of this supplement.
This supplement is dated
April 24, 2017, and is first being furnished to shareholders of the Company on or about April 24, 2017. This supplement should
be read in conjunction with Richmond Brothers’ definitive proxy statement filed with the SEC on, and first furnished to shareholders
of the Company on or about, April 20, 2017.
All BLUE proxy
cards that have been submitted in connection with our mailing to shareholders of a proxy statement and proxy card on April 20,
2017 remain valid and will be voted at the Annual Meeting as marked.
THEREFORE, IF
YOU HAVE SUBMITTED A BLUE PROXY CARD SINCE APRIL 20, 2017 AND YOU DO NOT WISH TO CHANGE YOUR VOTE, THEN YOU DO NOT HAVE TO TAKE
ANY FURTHER ACTION. You should DISREGARD AND DISCARD any WHITE proxy card you receive from the Company.
THIS SOLICITATION
IS BEING MADE BY RICHMOND BROTHERS AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY.
PLEASE
SIGN, DATE AND RETURN THE
BLUE
PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMINEE. YOU SHOULD DISREGARD AND DISCARD, AND
NOT
VOTE, ANY WHITE PROXY CARD YOU RECEIVE FROM THE COMPANY.
THE LATEST DATED
PROXY IS THE ONLY ONE THAT COUNTS. IF YOU HAVE ALREADY SENT A WHITE PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU
MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN OUR DEFINITIVE PROXY STATEMENT BY SIGNING, DATING AND RETURNING
A
BLUE
PROXY CARD. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION
OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting:
The proxy materials are available at
www.richmondbrothers.com/time-for-action-at-rmti
IMPORTANT
Your vote is
important, no matter how many or how few shares of Common Stock you own. Please sign, date, and return the
BLUE
proxy card
today to vote FOR the election of the Nominee and in accordance with Richmond Brothers’ recommendations on the other proposals
on the agenda for the Annual Meeting.
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If your shares of Common Stock are registered in your own name, please sign and date the
BLUE
proxy card and return it to Richmond Brothers, c/o Saratoga Proxy Consulting LLC (“Saratoga”).
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If your shares of Common Stock are held in a brokerage account or bank, you are considered the
beneficial owner of the shares of Common Stock, and these proxy materials, together with a
BLUE
voting form, are being forwarded
to you by your broker or bank. As a beneficial owner, if you wish to vote, you must instruct your broker, trustee or other representative
how to vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions.
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Depending upon your broker or custodian, you may be able to vote either by toll-free telephone
or by the Internet. Please refer to the voting form for instructions on how to vote electronically. You may also vote by signing,
dating and returning the voting form.
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Since only your
latest dated proxy card will count, you should DISREGARD AND DISCARD, and NOT vote, any WHITE proxy card you receive from the Company.
Even if you return the WHITE management proxy card marked “withhold” as a protest against the incumbent directors,
it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our Nominee only on our
BLUE
proxy card. So please make certain that the latest dated proxy card you return is the
BLUE
proxy card.
Saratoga is assisting
Richmond Brothers with its effort to solicit proxies. If you have any questions or require assistance in authorizing a proxy or
voting your shares of Common Stock, please contact:
Shareholders call toll free at (888) 368-0379
Email: info@saratogaproxy.com
BLUE PROXY CARD
Rockwell
Medical, Inc.
2017 ANNUAL MEETING OF
shareHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
RICHMOND BROTHERS, INC., MARK H. RAVICH AND
THE OTHER PARTICIPANTS IN THEIR PROXY SOLICITATION
THE BOARD OF DIRECTORS OF
Rockwell
Medical, Inc.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned
appoints David S. Richmond, Mark. H. Ravich, John Ferguson and Steve Wolosky, and each of them, attorneys and agents with full
power of substitution to vote all shares of common stock of Rockwell Medical, Inc., a Michigan corporation (the “Company”),
which the undersigned would be entitled to vote if personally present at the 2017 Annual Meeting of Shareholders of the Company
scheduled to be held on Thursday, June 1, 2017, at 9:00 a.m., Eastern Time, at the Wixom Community Center, 49015 Pontiac Trail,
Wixom, Michigan 48393 (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual
Meeting”).
The undersigned
hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company
held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes,
or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and
in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly
come before the Annual Meeting that are unknown to Richmond Brothers, Inc. and Mark H. Ravich (together, “Richmond Brothers”)
a reasonable time before this solicitation.
IF NO DIRECTION
IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, “AGAINST”
PROPOSAL 2, “ONE YEAR” ON PROPOSAL 3, “AGAINST” PROPOSAL 4 AND “FOR” PROPOSAL 5.
This Proxy will
be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with Richmond Brothers’
solicitation of proxies for the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND
MAIL THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark vote as in this example
RICHMOND BROTHERS STRONGLY RECOMMENDS
THAT SHAREHOLDERS VOTE IN FAVOR OF THE NOMINEE LISTED BELOW IN PROPOSAL 1, AGAINST PROPOSAL 2, ONE YEAR ON PROPOSAL 3, AND AGAINST
PROPOSAL 4. RICHMOND BROTHERS MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSAL 5.
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1.
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Richmond Brothers’ proposal to elect Mark H. Ravich as a Class II director of the Company
to serve until the 2020 annual meeting of shareholders.
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FOR
NOMINEE
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WITHHOLD
AUTHORITY TO
VOTE FOR
NOMINEE
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Nominee:
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Mark H. Ravich
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☐
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☐
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Richmond Brothers
does not expect that its nominee will be unable to stand for election, but, in the event that its nominee is unable to serve or
for good cause will not serve, the shares of common stock represented by this proxy card will be voted for a substitute nominee,
to the extent this is not prohibited under the Bylaws and applicable law. In addition, Richmond Brothers has reserved the right
to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action
that has, or if consummated would have, the effect of disqualifying the nominee, to the extent this is not prohibited under the
Bylaws and applicable law. In any such case, shares of common stock represented by this proxy card will be voted for such substitute
nominee.
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2.
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Company’s proposal to approve, on a non-binding advisory basis, the compensation of the Company’s
named executive officers.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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3.
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Company’s proposal to approve, on a non-binding advisory basis, the frequency of shareholder
advisory votes on the compensation of the Company’s named executive officers.
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☐
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ONE YEAR
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☐
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TWO YEARS
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☐
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THREE YEARS
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☐
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ABSTAIN
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4.
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Company’s proposal to approve the Company’s 2017 Long Term Incentive Plan.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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5.
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Company’s proposal to ratify the selection of Plante & Moran, PLLC as the Company’s
independent registered public accounting firm for 2017.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT
OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN
EXACTLY AS NAME APPEARS ON THIS PROXY.