Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
January 27 2020 - 5:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
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 |
MERIT MEDICAL SYSTEMS, INC. |
(Name of Registrant as Specified in Its Charter)
|
|
STARBOARD VALUE LP
STARBOARD VALUE AND OPPORTUNITY MASTER FUND
LTD
STARBOARD VALUE AND OPPORTUNITY MASTER FUND
L LP
STARBOARD VALUE AND OPPORTUNITY S LLC
STARBOARD VALUE AND OPPORTUNITY C LP
STARBOARD VALUE R LP
STARBOARD VALUE R GP LLC
STARBOARD VALUE L LP
STARBOARD VALUE GP LLC
STARBOARD PRINCIPAL CO LP
STARBOARD PRINCIPAL CO GP LLC
JEFFREY C. SMITH
PETER A. FELD
LONNY J. CARPENTER
TIMOTHY P. COLLINS
WENDY F. DICICCO
DAVID K. FLOYD
THOMAS A. MCEACHIN
GAVIN T. MOLINELLI
|
(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: |
☐ 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.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
Starboard Value
LP, together with the other participants named herein (collectively, “Starboard”), intends to file a preliminary proxy
statement and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit
votes for the election of its slate of highly-qualified director nominees at the 2020 annual meeting of shareholders (the “Annual
Meeting”) of Merit Medical Systems, Inc., a Utah corporation (the “Company”).
On January 27,
2020, Starboard filed an amendment to its Schedule 13D with respect to the Company announcing its nomination of a slate of highly-qualified
director nominees for election at the Annual Meeting, a copy of which is attached hereto as Exhibit 1 and is incorporated herein
by reference.
CERTAIN INFORMATION
CONCERNING THE PARTICIPANTS
STARBOARD 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. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the
proxy solicitation are anticipated to be Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O
Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard
C LP"), Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), Starboard Value L LP (“Starboard
L GP”), Starboard Value R LP (“Starboard R LP”), Starboard Value R GP LLC (“Starboard R GP”), Starboard
Value GP LLC (“Starboard Value GP”), Starboard Principal Co LP (“Principal Co”), Starboard Principal Co
GP LLC (“Principal GP”), Jeffrey C. Smith, Peter A. Feld, Lonny J. Carpenter, Timothy P. Collins, Wendy F. DiCicco,
David K. Floyd, Thomas A. McEachin and Gavin T. Molinelli.
As of the date hereof, Starboard V&O Fund
beneficially owns directly 3,049,249 shares of Common Stock, no par value, of the Company (the "Common Stock"). As of
the date hereof, Starboard S LLC directly owns 496,497 shares of Common Stock. As of the date hereof, Starboard C LP directly
owns 287,969 shares of Common Stock. As of the date hereof, Starboard L Master directly owns 276,758 shares of Common Stock.
Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 276,758 shares of Common
Stock owned by Starboard L Master. Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner
of the 287,969 shares of Common Stock owned by Starboard C LP. Starboard R GP, as the general partner of both Starboard R LP and
Starboard L GP, may be deemed the beneficial owner of an aggregate of 564,727 shares of Common Stock directly owned by Starboard
C LP and Starboard L Master. As of the date hereof, 854,527 shares of Common Stock were held in an account managed by Starboard
Value LP (the “Starboard Value LP Account”). Starboard Value LP, as the investment manager of each of Starboard V&O
Fund, Starboard C LP, Starboard L Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the
beneficial owner of an aggregate of 4,965,000 shares of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC,
Starboard C LP, Starboard L Master and held in the Starboard Value LP Account. Each of Starboard Value GP, as the general partner
of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and
each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value
GP and the Management Committee of Principal GP, may be deemed the beneficial owner of 4,965,000 shares of Common Stock directly
owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and held in the Starboard Value LP Account.
As of the date hereof, Ms. DiCicco directly beneficially owns 3,000 shares of Common Stock. As of the date hereof, Mr. Collins
directly beneficially owns 1,385 shares of Common Stock. As of the date hereof, Messrs. Carpenter, Floyd, McEachin and Molinelli
do not own any shares of Common Stock.
This regulatory filing also includes additional resources:
ex1todfan14a06297284_012720.pdf
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