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 |
Servotronics, INC. |
(Name of Registrant as Specified in Its Charter)
|
|
STAR EQUITY FUND, LP
STAR EQUITY FUND GP, LLC
STAR VALUE, LLC
STAR EQUITY HOLDINGS, INC.
STAR INVESTMENT MANAGEMENT, LLC
JEFFREY E. EBERWEIN
HANNAH M. BIBLE
BASHARA (BO) BOYD
RICHARD K. COLEMAN, JR.
JOHN W. GILDEA
DANIEL M. KOCH
LOUIS A. PARKS
ROBERT G. PEARSE
G. MARK POMEROY
BRANDON G. STRANZL
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
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which the filing fee is calculated and state how it was determined): |
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| ☐ | 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
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Star Equity Fund, LP,
a Delaware limited partnership (“Star Equity Fund”), together with the other participants named herein, intends to file a
preliminary proxy statement and accompanying WHITE 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 2022 annual meeting of stockholders of Servotronics, Inc.,
a Delaware corporation.
On May 13, 2022, Star
Equity Fund issued the following press release:
Star Equity
Fund Issues Statement on Successful Campaign at Servotronics
Was Change Agent for Recent Board Changes
Will Continue to Monitor Company’s
Progress and Act if Needed
Old Greenwich, CT – May 13, 2022 –
Star Equity Fund, LP (“Star Equity Fund”, “we”, “our”), a shareholder of Servotronics, Inc. (NYSE
American: SVT) (“Servotronics” or “the Company”), seeks to unlock shareholder value and improve corporate governance
at its portfolio companies. We are pleased to announce that our campaign at Servotronics, including our nomination of a diverse, highly
qualified slate of director candidates for election to the Company’s board of directors (the “Board”) and advocacy for
various improvements in the Company’s corporate governance, caused the Company to take several positive steps it likely would not
have taken independently.
Under pressure from our campaign, the Company recently
announced several Board composition and governance changes including:
| · | The appointment of a new, qualified Chief Executive Officer |
| · | The addition of Karen Howard and shareholder representative Evan Wax to the Board |
| · | The naming of independent director Christopher Marks as Chairman of the Board |
| · | The resignation of Jason Bear from the Board |
| · | The termination of its poison pill |
| · | The reconfirmation that Kenneth Trbovich would not be nominated for election at its 2022 annual meeting |
We believe these developments improve the Board and
do not believe the incumbent Board would have made such sweeping changes had it not been for our activist campaign.
Unfortunately, the incumbent Board also made several
other changes to its bylaws, erecting barriers to shareholders holding the Board accountable by nominating qualified candidates for election
to the Board. These changes include:
| · | The establishment of an early nomination window of 120-150 days from the anniversary of the prior year’s
annual meeting |
| · | The addition of a requirement that director candidates deliver a Company-form questionnaire at the time
of their nomination, with the form required to be requested from the Company in advance of nomination |
| · | The addition of update requirements for certain information required to be provided in a nomination notice |
| · | The addition of the general ability for the Company to require additional information from nominees after
the nomination |
In addition, we are disappointed that Ed Cosgrove
and Lucion Gygax remain on the Board. In our view, both directors either enabled or at best failed to see malfeasance occurring at Servotronics,
and we believe their continued directorship represents an impediment to further positive change and is harmful to shareholders’
interests.
While we are pleased with the two new additions to
the Board and plan to withdraw our nomination for this year’s annual meeting, we will continue to monitor the Company’s progress
and will remain ready to act in the future on behalf of shareholders if progress on improving shareholder value and shareholder rights
is not made.
About Star Equity Fund, LP
Star Equity Fund, LP is an investment fund managed
by Star Equity Holdings, Inc. Star Equity Fund seeks to unlock shareholder value and improve corporate governance at its portfolio companies.
About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. is a diversified holding
company with three divisions: Healthcare, Construction, and Investments.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Star Equity Fund, LP (“Star Equity Fund”),
together with the other participants named herein (collectively, “Star Equity”), intends to file a preliminary proxy statement
and accompanying WHITE 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 2022 annual meeting of stockholders of Servotronics, Inc., a Delaware
corporation (the “Company”).
STAR EQUITY STRONGLY ADVISES ALL STOCKHOLDERS 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 Star Equity Fund, Star Equity Fund GP, LLC (“Star Equity Fund GP”), Star Value, LLC (“Star Value”), Star
Equity Holdings, Inc. (“Star Equity Holdings”), Star Investment Management, LLC (“Star Investment Management”),
Jeffrey E. Eberwein, Hannah M. Bible, BaShara (Bo) Boyd, Richard K. Coleman, Jr., John W. Gildea, Daniel M. Koch, Louis A. Parks, Robert
G. Pearse, G. Mark Pomeroy and Brandon G. Stranzl.
As of the date hereof, Star Equity Fund beneficially
owns directly 54,688 shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”). Star Equity Fund
GP, as the general partner of Star Equity Fund, may be deemed to beneficially own the 54,688 shares of Common Stock owned directly by
Star Equity Fund. Star Value, as the sole member of Star Equity Fund GP, may be deemed to beneficially own the 54,688 shares of Common
Stock owned directly by Star Equity Fund. Star Equity Holdings, as the parent company of Star Equity Fund, may be deemed to beneficially
own the 54,688 shares of Common Stock owned directly by Star Equity Fund. Star Investment Management, as the investment manager of Star
Equity Fund, may be deemed to beneficially own the 54,688 shares of Common Stock owned directly by Star Equity Fund. Mr. Eberwein, as
the Portfolio Manager of Star Equity Fund, may be deemed to beneficially own the 54,688 shares of Common Stock owned directly by Star
Equity Fund. As of the date hereof, none of Mses. Bible or Boyd or Messrs. Coleman, Gildea, Koch, Parks, Pearse, Pomeroy, or Stranzl beneficially
owns any Common Stock.
For more information contact: |
|
Star Equity Fund, LP |
The Equity Group |
Jeffrey E. Eberwein |
Lena Cati |
Portfolio Manager |
Senior Vice President |
203-489-9501 |
212-836-9611 |
jeff.eberwein@starequity.com |
lcati@equityny.com |
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