Board Unanimously Recommends Stockholders Vote
“FOR” ALL Six CSS Director Nominees
CSS Industries, Inc. (NYSE: CSS) (“CSS”) today announced that it
has filed its preliminary proxy statement with the U.S. Securities
and Exchange Commission (“SEC”) in connection with its 2016 Annual
Meeting of Stockholders (the “2016 Annual Meeting”). The meeting
will be held on Tuesday, August 2, 2016, at 9:30 a.m. EDT.
Stockholders of record at the close of business on June 6, 2016 may
vote at the 2016 Annual Meeting.
The CSS Board of Directors unanimously recommends that
stockholders vote on the WHITE proxy card “FOR” the Board's six
highly qualified and experienced director nominees – Scott A.
Beaumont, Robert E. Chappell, Elam M. Hitchner, III, Rebecca C.
Matthias, Christopher J. Munyan and William Rulon-Miller.
The CSS Board of Directors comprises six directors, five of whom
are independent, and all of whom have the integrity, knowledge,
breadth of relevant and diverse experience, and commitment
necessary to navigate the Company through today’s complex and
dynamic business challenges and to deliver superior value to
stockholders. The Board has nominated its six highly qualified,
current directors who will work together constructively with a
focus on operational excellence, financial strength and stockholder
value.
Under the current Board’s leadership, CSS continues to execute
on its strategic plan and deliver strong cash flow to invest in
high-value growth opportunities. The Company successfully
integrated Hollywood Ribbon Industries following its acquisition in
2015, and is already seeing its February 2016 acquisition of
Blumenthal Lansing Company further complement the Company’s
existing craft line of business. With the continued successful
integration of recent acquisitions and the Company’s completed
strategic realignment across sales, marketing and product
development, CSS is strongly positioned to deliver best-in-class
products and focus on its mission of enhancing the important
moments of consumers’ lives through creative products, reliable
service and a low-cost driven structure and culture.
The Company also today announced that it has received notice
from Robert Longnecker, a hedge fund manager who owns 3,879 shares
or approximately 0.04 percent of CSS’ outstanding common stock,
announcing his intent to nominate himself and Michael Lee, another
investment professional who owns no shares of CSS, for election to
the CSS Board at the Company's 2016 Annual Meeting in opposition to
the highly-qualified and experienced director candidates the CSS
Board has nominated.
The directors who serve on the Nominating and Governance
Committee of the CSS Board have interviewed and carefully
considered Mr. Longnecker and Mr. Lee. The Board has unanimously
determined that electing the six directors nominated by CSS will
best serve the interests of all stockholders and recommends that
stockholders vote “FOR” its six director nominees on the WHITE
proxy card at the upcoming 2016 Annual Meeting of Stockholders.
The 2016 Annual Meeting of Stockholders of CSS Industries will
be held at the Sheraton Valley Forge Hotel, 480 North Gulph Road,
King of Prussia, PA, on August 2, 2016.
About CSS Industries
CSS is a consumer products company primarily engaged in the
design, manufacture, procurement, distribution and sale of all
occasion and seasonal social expression products, principally to
mass market retailers. These all occasion and seasonal products
include decorative ribbons and bows, journals, boxed greeting
cards, classroom exchange Valentines, gift tags, gift bags, gift
card holders, gift wrap, decorations, floral accessories, craft and
educational products, Easter egg dyes and novelties, memory books,
scrapbooks, stickers, infant and wedding photo albums, stationery,
and other gift items that commemorate life’s celebrations.
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995, including, among others, statements relating to the Company’s
plans to execute on its strategic plan, to deliver strong cash
flow, to invest in high-value growth opportunities, to integrate
recent acquisitions and execution of its strategic realignment
strategy. Forward-looking statements are based on the beliefs of
the Company’s management as well as assumptions made by and
information currently available to the Company’s management as to
future events and financial performance with respect to the
Company’s operations. Forward-looking statements speak only as of
the date made. The Company undertakes no obligation to update any
forward-looking statements to reflect the events or circumstances
arising after the date as of which they were made. Actual events or
results may differ materially from those discussed in
forward-looking statements as a result of various factors,
including without limitation, the risk that the Company may not be
able to successfully manage and integrate acquired businesses
and/or obtain the financial benefits expected from any such
acquisition; general market and economic conditions; increased
competition (including competition from foreign products which may
be imported at less than fair value and from foreign products which
may benefit from foreign governmental subsidies); information
technology risks, such as cyber attacks and data breaches;
increased operating costs, including labor-related and energy costs
and costs relating to the imposition or retrospective application
of duties on imported products; currency risks and other risks
associated with international markets; risks associated with
acquisitions, including acquisition integration costs and the risk
that the Company may not be able to integrate and derive the
expected benefits from such acquisitions; the risk that customers
may become insolvent, may delay payments or may impose deductions
or penalties on amounts owed to the Company; costs of compliance
with governmental regulations and government investigations;
liability associated with non-compliance with governmental
regulations, including regulations pertaining to the environment,
Federal and state employment laws, and import and export controls
and customs laws; and other factors described more fully in the
Company’s annual report on Form 10-K and elsewhere in the Company’s
filings with the Securities and Exchange Commission. As a result of
these factors, readers are cautioned not to place undue reliance on
any forward-looking statements included herein or that may be made
elsewhere from time to time by, or on behalf of, the Company.
Additional Information and Where to
Find It
CSS, its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of
proxies from CSS’s stockholders in connection with the 2016 Annual
Meeting. CSS has filed the Preliminary Proxy Statement and intends
to file a definitive proxy statement with the SEC in connection
with the solicitation of proxies for the 2016 Annual Meeting (the
“2016 Proxy Statement”).
STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT
AND THE 2016 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT CSS WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Additional information regarding the
identity of these potential participants and their direct or
indirect interests, by security holdings or otherwise, is or will
be set forth in the Preliminary Proxy Statement and the 2016 Proxy
Statement and other materials to be filed with the SEC in
connection with the 2016 Annual Meeting. Such information can also
be found in the following filings with the SEC:
- CSS’s Annual Report on Form 10-K for
the fiscal year ended March 31, 2016, filed with the SEC on May 25,
2016;
- CSS’s preliminary proxy statement for
the 2016 Annual Meeting of Stockholders, filed with the SEC on May
31, 2016; and
- CSS’s definitive proxy statement for
the 2015 Annual Meeting of Stockholders, filed with the SEC on June
18, 2015.
To the extent holdings of CSS’s securities have changed since
the amounts shown in the definitive proxy statement for the 2015
Annual Meeting of Stockholders, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC.
Stockholders will be able to obtain, free of charge, copies of
the 2016 Proxy Statement and any other documents filed by CSS with
the SEC in connection with the 2016 Annual Meeting at the SEC’s
website (www.sec.gov), at CSS’s website (www.cssindustries.com) or
by writing to Mr. Michael A. Santivasci, Secretary, CSS Industries,
Inc., 450 Plymouth Road, Suite 300, Plymouth Meeting, Pennsylvania
19462. In addition, copies of the proxy materials, when available,
may be requested from CSS’s proxy solicitor, MacKenzie Partners,
Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800)
322-2885.
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version on businesswire.com: http://www.businesswire.com/news/home/20160531006492/en/
InvestorsCSS Industries, Inc.Vincent A.
PaccapanicciaChief Financial Officer610-729-3750orMacKenzie
Partners, Inc.Paul Schulman / David Whissel212-929-5500 or
800-322-2885orMediaAbernathy MacGregorAlan Oshiki / Dan
Scorpio212-371-5999aho@abmac.com / dps@abmac.com
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