NEW YORK, April 3, 2018 /PRNewswire/ -- Engine
Capital, L.P. (together with its affiliates, "Engine"), a
shareholder of Navigant Consulting, Inc. ("NCI" or, the "Company")
(NYSE: NCI), with an ownership of approximately 4.4% of the
Company, today issued a statement regarding the Company's apparent
delay in taking the steps to schedule and hold its 2018 Annual
Meeting of Shareholders (the "Annual Meeting").
Arnaud Ajdler, Managing Member of Engine Capital, said, "We are
deeply concerned that Navigant may be seeking to delay holding its
Annual Meeting, as the Company has yet to provide public notice of
the record date or meeting date. Historically, the Company has
held its annual meetings in mid-May going back to 2012, with a
corresponding record date between March 25th
and March 31st. Navigant set a record date of March 30, 2017 for last year's "virtual-only"
annual shareholder meeting through a notification to Broadridge
Financial Solutions on or around January 24,
2017. As of today, more than two months after the one-year
anniversary of its notification to Broadridge of the 2017 record
date, we understand that the Company has yet to provide Broadridge
with notice of its 2018 record date. At this stage, given the SEC
requirement that Navigant provide 20 business days' advance notice
of the record date to banks and brokers, we believe the earliest
the Company could possibly set the record date under applicable SEC
and NYSE rules would be in May. We are troubled by this development
and hope the Company is not delaying its annual meeting in an
attempt to improperly perpetuate the status quo."
Mr. Ajdler continued, "We remain open to a constructive dialogue
with the Company in order to avoid a proxy contest, but rather than
engage with us, the Board has rejected our settlement offers out of
hand and now appears to be delaying the shareholder vote on
directors. We urge the Board not to pursue entrenchment
tactics, such as delaying the annual meeting or seeking to
unilaterally add self-selected directors in an effort to reactively
appease other shareholders and avoid real change. We remain
confident that our slate of highly qualified director candidates
would, if elected, revitalize the Board and help put the Company on
the right path towards delivering long-term shareholder value. We
call on the Company to announce its 2018 Annual Meeting date
without further delay."
ABOUT ENGINE CAPITAL
Engine Capital is a value-oriented special situations fund that
invests both actively and passively in companies undergoing
change.
Investor contacts:
Engine Capital, L.P.
Arnaud Ajdler
(212) 321-0048
aajdler@enginecap.com
John Ferguson
Saratoga Proxy Consulting LLC
(212) 257-1311
jferguson@saratogaproxy.com
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Engine Capital, L.P. ("Engine Capital"), together with the other
participants named herein (collectively, "Engine"), intends to file
a preliminary proxy statement and an accompanying GREEN
proxy card with the Securities and Exchange Commission ("SEC") to
be used to solicit votes for the election of its slate of director
nominees at the 2018 annual meeting of stockholders of Navigant
Consulting, Inc., a Delaware
corporation (the "Company").
ENGINE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A GREEN
PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR.
The participants in the proxy solicitation are expected to be
Engine Capital, Engine Capital Management, LLC ("Engine
Management"), Engine Jet Capital, L.P. ("Engine Jet"), Engine
Airflow Capital, L.P. ("Engine Airflow"), Engine Investments, LLC
("Engine Investments"), Engine Investments II, LLC ("Engine
Investments II"), Arnaud Ajdler, Brian
Delle Donne, Paul J. Evans
and Dominick J. Schiano and
(collectively, the "Participants").
As of the date hereof, Engine Capital directly owned 589,196
shares of Common Stock, $0.01 par
value (the "Common Stock") of the Company. As of the date hereof,
Engine Jet directly owned 930,515 shares of Common Stock. As
of the date hereof, Engine Airflow directly owned 516,637 shares of
Common Stock. Engine Investments, as the general partner of
each of Engine Capital and Engine Jet, may be deemed the beneficial
owner of the 1,519,711 shares of Common Stock owned directly by
Engine Capital and Engine Jet. Engine Investments II, as the
general partner of Engine Airflow, may be deemed the beneficial
owner of the 516,637 shares of Common Stock owned directly by
Engine Airflow. Engine Management, as the investment manager
of each of Engine Capital, Engine Jet and Engine Airflow, may be
deemed the beneficial owner of the 2,036,348 shares of Common Stock
owned directly by Engine Capital, Engine Jet and Engine
Airflow. Mr. Ajdler, as the Managing Member of each of Engine
Management, Engine Investments and Engine Investments II, may be
deemed to beneficially own the 2,036,348 shares of Common Stock
directly owned by Engine Capital, Engine Jet and Engine
Airflow. As of the date hereof, none of Messrs. Delle Donne, Evans and Schiano beneficially
owned any shares of Common Stock.
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SOURCE Engine Capital, L.P.