AND EXCHANGE COMMISSION
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
|☐||Preliminary Proxy Statement|
|☐||Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|☐||Definitive Proxy Statement|
|☐||Definitive Additional Materials|
|☒||Soliciting Material Under Rule 14a-12|
|SCHMITT INDUSTRIES, INC.|
(Name of Registrant as Specified in Its Charter)
CAPITAL MANAGEMENT, LLC
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|☐||Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.|
|(1)||Title of each class of securities to which transaction applies:|
|(2)||Aggregate number of securities to which transaction applies:|
|(3)||Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):|
|(4)||Proposed maximum aggregate value of transaction:|
|☐||Fee paid previously with preliminary materials:|
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
|(1)||Amount previously paid:|
|(2)||Form, Schedule or Registration Statement No.:|
Sententia Capital Management,
LLC, together with the other participants named herein (collectively, “Sententia”), intends to file a preliminary proxy
statement and accompanying proxy card with the Securities and Exchange Commission to be used to solicit votes for the election
of a slate of director nominees at the 2018 annual meeting of shareholders of Schmitt Industries, Inc., an Oregon corporation.
Item 1: On August 26,
2018, Sententia published the report attached hereto as Exhibit 1.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Sententia Capital Management, LLC, together with the other participants
named herein (collectively, “Sententia”), intends to file a preliminary proxy statement and accompanying proxy card
with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified
director nominees at the 2018 annual meeting of shareholders of Schmitt Industries, Inc., an Oregon corporation (“SMIT”
or the “Company”).
SENTENTIA STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS 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.
The participants in the proxy solicitation are anticipated to
be Sententia Group, LP, a Delaware limited partnership (“Sententia Group”), Sententia Capital Management, LLC, a Delaware
limited liability company (“Sententia Capital”), Michael R. Zapata and Andrew P. Hines.
As of the August 24, 2018, Sententia Group beneficially owns
323,937 shares of common stock, no par value, of the Company (the “Common Stock”), representing approximately 8.1%
of the outstanding shares of Common Stock. Sententia Capital, as the general partner of Sententia Group, may be deemed
to beneficially own the 323,937 shares of Common Stock owned by Sententia Group. Mr. Zapata, as the Managing Member
of Sententia Capital, may be deemed to beneficially own the 323,937 shares of Common Stock owned by Sententia Group. Mr.
Hines does not beneficially own any shares of Common Stock.
This regulatory filing also includes additional resources: