Additional Proxy Soliciting Materials (definitive) (defa14a)
April 23 2018 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by 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 Pursuant to §240.14a-12
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Ally Financial Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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ALLY FINANCIAL INC.
The following information supplements information
contained in Ally Financial Inc.’s Definitive Proxy Statement dated March 23, 2018 for the 2018 annual stockholder meeting
to be held on May 8, 2018.
April 23, 2018
Dear Ally Stockholder:
Last Friday, April 20, we first learned
that Institutional Shareholder Services (
ISS
) is recommending that you vote against the election of Franklin W. Hobbs, the
independent Chairman of the Board of Directors of Ally Financial Inc.
I am writing to make you aware that I and
the other directors strongly disagree with this recommendation.
Only four months ago, the board of directors
of Ribbon Communications Inc.—where Mr. Hobbs has served as a director—asked him to assume the role of president and
chief executive officer. This alone is what precipitated the unfavorable evaluation of his total directorships by ISS and ultimately
its recommendation against his candidacy, and I believe that this is premature. As we and others recognize, Mr. Hobbs
should be afforded a reasonable amount of time to assess how the appointment impacts each of his outside commitments and to discuss
the matter with those affected individually. Four months, I believe, is hardly reasonable.
We are announcing today, however,
that—independent of the report from ISS—Mr. Hobbs has tendered his resignation from the board of directors of
Lord Abbett & Company effective April 23, 2018.
This now brings him in line with the ISS
policy on total directorships and, in our view, should prompt the firm to recommend his candidacy without qualification.
Still, I would be remiss in not highlighting
the considerations that I and the other directors believe matter more to you.
Mr. Hobbs has been and continues to be
an exceptional Chairman. His commitment of time and energy to Ally’s affairs has not wavered. His experience, expertise,
and judgment consistently deliver meaningful value to Ally and our investors, customers, employees, and other stakeholders. And
his leadership of our Board is held in the highest regard and unequivocally endorsed by the other directors, including me.
Mr. Hobbs has provided invaluable guidance
and support as Ally has transformed itself financially and operationally since the Great Recession. During his tenure as Chairman,
we have restructured the balance sheet, divested substantial operations, established constructive regulatory relationships, completed
a successful IPO, and created a leading brand and digital-banking franchise. In recognition of these achievements, the Financial
Times in 2014 named him an Outstanding Director of the Year. In short, the accomplishments of Ally under the Chairmanship of Mr.
Hobbs have been extraordinary, and his dedication to creating long-term value for Ally’s stockholders indisputable.
For these reasons, I and the other directors
continue to recommend that you vote FOR the election of Mr. Hobbs to our Board.
In closing, my thanks for your consideration
of these views and, equally, for your continued support of Ally.
Jeffrey J. Brown
Director and Chief Executive Officer
Ally Financial (NYSE:ALLY)
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