Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
July 18 2018 - 2:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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the Registrant ☐
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material
under §240.14a-12
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SUPERVALU
INC.
(Name
of Registrant as Specified In Its Charter)
Blackwells
Capital LLC
Jason
Aintabi
Richard
A. Anicetti
Steven
H. Baer
R.
Chris Kreidler
Frank
Lazaran
James
J. Martell
Sandra
E. Taylor
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Blackwells
Capital LLC, together with the other participants named herein (collectively, “Blackwells”), has filed a definitive
proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission to be used to solicit votes for
the election of its slate of highly-qualified director nominees at the 2018 annual meeting of stockholders (the “2018 Annual
Meeting”) of SuperValu Inc., a Delaware corporation (the “Company”), and for the approval of a business proposal
to be presented at the 2018 Annual Meeting.
On
July 18, 2018, Blackwells issued the following press release:
Blackwells
Comments on Supervalu Board Continuing to Ignore Its Disastrous Record
Claims
To Be “Driving” and “Delivering” Results, Impervious to the 92% Decline in Share Price
Continues
Its Dishonest Attacks on Blackwells
Shareholders
Urged to VOTE the GREEN Proxy Card
NEW
YORK – July 18, 2018 –
Blackwells Capital LLC (together with its affiliates, “Blackwells Capital”
or “Blackwells”), an alternative investment management firm with over 8% ownership interest in Supervalu Inc. (NYSE:
SVU) (“Supervalu” or the “Company”), responded today to the investor presentation filed yesterday by Supervalu.
Blackwells has nominated six highly qualified professionals for election to the Supervalu Board of Directors at the Company’s
upcoming annual meeting. Information on the candidates nominated by Blackwells can be found in the Blackwells proxy statement
or at
www.savesupervalu.com
.
Blackwells
highlights that the Company claims to be “aggressively transforming the business” and “delivering results,”
consistent with a prior pattern of puffery that the Company is “rapidly and strategically transforming” and “making
meaningful progress,” all of which has “translated into measurable results” and “demonstrated strong momentum.”
Meanwhile, the stock has declined more than 80% in the three years prior to Blackwells’ public statements, including more
than 47% during the 12 months prior to those statements.
“We
are astounded that Supervalu believes it can advocate for the re-election of its incumbent directors without so much as
attempting
to address the tremendous losses shareholders have suffered during the tenure of this Board,” said Jason Aintabi, Managing
Partner at Blackwells Capital.
Blackwells
notes that none of Supervalu’s 59-page investor presentation, two letters to shareholders or four press releases in this
proxy contest appear to contain
even a single reference to the Company’s stock price or shareholder returns
. In fact,
Supervalu’s share price has dropped by at least 63% under each of the current Board members’ tenure and by 92% over
the past 10-years.
i
The Company also fails to mention that Supervalu’s earnings per share, gross margins, EBITDA
and return on invested capital have all steadily declined over the past four fiscal years. The destruction of shareholder value
under the watch of, in Blackwells’ view, a conflicted and insular Board is undeniable.
Current SVU
Board Members
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Start
Date
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Board
Tenure
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SVU Absolute Return During Tenure (i)
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Irwin Cohen
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May 2003
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15 years
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(86%)
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Philip Francis
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Feb 2006
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12 years
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(92%)
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Donald Chappel
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June 2010
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8 years
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(82%)
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Eric Johnson
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July 2013
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5 years
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(74%)
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Mathew Pendo
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April 2014
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4 years
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(71%)
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Frank Savage
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April 2014
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4 years
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(71%)
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Francesca Ruiz De Luzuriaga
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July 2015
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3 Years
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(74%)
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Mary Winston
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April 2016
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2 Years
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(63%)
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i
As of February 5, 2018 unaffected date, before Blackwells’ public presentation, adjusted for dividends.
“Instead
of recognizing their past failures and attempting to persuade shareholders that the next five years will be different, the directors
are soliciting shareholder support as if all is well and the current Board is perfectly capable of serving shareholder interests.
Where is the evidence of that? Platitudes about ‘transformations’ are cold comfort for a shareholder base that has
suffered billions in losses under the supervision of these same directors.
“We
believe the Board recognizes it cannot run an election campaign on its own disastrous performance record and has instead decided
that making spurious and irrelevant statements about Blackwells is the best approach to ensuring its continued tenure as directors.
“Shareholders
are smarter than this. The vote before shareholders is to select the best independent directors to oversee Supervalu and hold
the incumbent directors accountable for the astounding destruction of value that has occurred on their watch. It isn’t about
Blackwells. That the Board cannot even acknowledge the economic harm they have caused – and worse, that they attempt to
deflect and redirect the attention of shareholders – is further affirmation that the time has come to change Supervalu’s
leadership,” continued Mr. Aintabi.
Blackwells
reiterates, as indicated in its proxy statement, that it has invested tens of millions of dollars in Supervalu stock – many
multiples of the aggregate capital invested by the incumbent directors,
none of whom have purchased a single share of Supervalu
stock since 2015
– and that Blackwells owns more than 8% of the outstanding stock of Supervalu. The professionals nominated
by Blackwells (each of whom is otherwise independent of Blackwells) will only become directors if they receive more votes from
shareholders than the incumbent directors. It is, thus, utterly impossible for Blackwells to “seize” control of Supervalu.
Supervalu’s hysterical claims about Blackwells’ ownership stake and intentions are simply dishonest.
Jason
Aintabi concluded, “It is troubling that the Supervalu Board has the effrontery to seek re-election while ignoring their
track record and significantly distorting our intentions. The Supervalu shareholders with whom we have spoken have not forgotten
this Board’s many unfulfilled promises and record of abject value destruction. It is unacceptable that the directors themselves
seem to have erased those memories. There is no more clear example of failed leadership than what we see here. We welcome all
shareholders to join us in voting for change that we deserve, by voting the GREEN proxy card.”
Supervalu
shareholders are urged to bring positive change to Supervalu and vote for truly independent and
experienced director nominees
on the
GREEN
proxy card.
For
any questions about how to vote, please contact Morrow Sodali, at Blackwells@morrowsodali.com or (800) 662-5200.
About
Blackwells Capital
Blackwells
Capital is an alternative investment manager dedicated to global fundamental and special situation investing across capital structures.
Founded in 2016 by Jason Aintabi, its Managing Partner, Blackwells’ investment approach is research-intensive, value-oriented
and concentrated.
Contacts
Investors:
Morrow
Sodali
Mike
Verrechia
800-662-5200
Blackwells@morrowsodali.com
Media:
Gagnier
Communications
Dan
Gagnier / Jeffrey Mathews
646-569-5897
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