ISS Recommends Shareholders DO NOT VOTE on Kibbutz's GOLD
Proxy Card
MP MENASHE, Israel--(BUSINESS WIRE)--
Caesarstone Sdot-Yam Ltd. (NASDAQ:CSTE) ("Caesarstone" or the "Company")
today announced that Institutional Shareholder Services Inc. ("ISS"), a
leading independent proxy advisory firm, issued its recommendation that
shareholders vote "FOR" all of Caesarstone's nominees - Moshe
Ronen, Shachar Degani, Amihai Beer, Amit Ben Zvi, Ronald Kaplan, Yonatan
Melamed and Ofer Tsimchi, and "AGAINST" the nominees of Kibbutz
Sdot-Yam (the "Kibbutz") - Amnon Dick and Yitzhak (Itzick Sharir), on
the WHITE proxy card. ISS also
specifically recommended that shareholders DO NOT vote the GOLD
proxy card of the Kibbutz. Finally, ISS recommends that shareholders
vote in favor of Proposal Nos. 4, 5, 6, 7 and 8 on the WHITE
proxy card. The Company's annual general meeting will be held on
December 3, 2015.
ISS is a leading independent proxy advisory firm which provides research
and advisory services to institutional investors with respect to voting
decisions by assessing governance, business, legal, political and
accounting risks at public companies throughout the world. ISS's clients
include institutional investors, mutual funds, pension funds and other
fiduciaries.
The Company is pleased that, after hearing arguments from both the
Company and the Kibbutz and carefully reviewing the voting alternatives,
ISS has recommended that shareholders vote "FOR" the Company's
nominees and "AGAINST" the Kibbutz's nominees. The Company
reiterates that the Company's independent nominating committee has
selected each of the Company's nominees after careful vetting. The
Company's nominees possess diverse skills, expertise and backgrounds,
and include Kibbutz representatives, a well-qualified American director,
a majority of independent directors and an independent chairman.
In recommending that Caesarstone shareholders vote "FOR" all of
Caesarstone's nominees, ISS stated in its November 19, 2015 report:[1]
-
"[T]he dissident has not demonstrated that there is a problem with
board dynamics or identified specific issues which could lead to a
vote in favor of the Kibbutz independent nominees instead of the
independent nominees proposed by the Company."
-
"More importantly, the dissident has not provided adequate
explanations to justify that i) a change in the boardroom is warranted
and ii) the two independent candidates presented by management are not
qualified enough to serve on the board."
-
"No corporate governance concerns are raised with the [Company's]
nominees. As the board adheres to market practice by maintaining an
independent audit committee, these nominees warrant support."
-
"Overall, we have not identified major concerns in relation to the
operational performance (which arguably depends on the U.S. growth
rates due to the Company's exposure in the U.S. market), strategy or
the corporate governance of the Company."
Caesarstone shareholders are reminded that their vote is extremely
important, no matter how many or how few shares they own. All
shareholders of record as of November 3, 2015 are entitled to vote at
the 2015 annual general meeting of shareholders. Caesarstone urges
shareholders to follow ISS's recommendation and vote "FOR" ALL
of Caesarstone's director nominees - Moshe
Ronen, Shachar Degani, Amihai Beer, Amit Ben Zvi, Ronald Kaplan, Yonatan
Melamed and Ofer Tsimchi and "AGAINST" the Kibbutz's
nominees — Amnon Dick and Yitzhak (Itzick) Sharir - on the WHITE
proxy card today.
If shareholders have questions or need assistance in voting their shares
for the upcoming annual general meeting, they may contact Caesarstone's
proxy solicitor, Morrow & Co. Morrow & Co. can be reached by dialing
+203-658-9400 or toll-free within the United States at 800-662-5200, or
via e-mail at CSTE@morrowco.com.
[1] Permission to use the above quotations has been neither sought nor
obtained.
About Caesarstone
Caesarstone manufactures high quality engineered quartz surfaces, which
are used in both residential and commercial buildings as countertops,
vanities, wall cladding, floors and other interior surfaces. The wide
variety of colors, styles, designs and textures of Caesarstone®
products, along with Caesarstone's inherent characteristics such as
hardness, non-porous, scratch and stain resistance and durability,
provide consumers with excellent surfaces for their internal spaces
which are highly competitive to granite, manufactured solid surfaces and
laminate, as well as to other engineered quartz surfaces. Caesarstone's
four collections of products — Classico, Supremo, Motivo and Concetto —
are available in over 50 countries around the world. For more
information about the Company, please visit our website www.caesarstone.com.
(CSTE-E)
Forward-Looking Statements
Information provided in this press release may contain statements
relating to current expectations, estimates, forecasts and projections
about future events that are "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements generally relate to the Company's plans,
objectives and expectations for future operations, including its
projected results of operations and the expected timing of expanding its
manufacturing facilities. These forward-looking statements are based
upon management's current estimates and projections of future results or
trends. Actual results may differ materially from those projected as a
result of certain risks and uncertainties. These factors include, but
are not limited to: the strength of the home renovation and construction
sectors; economic conditions within any of our key existing markets;
actions by our competitors; changes in raw material prices, particularly
polymer resins and pigments; fluctuations in currency exchange rates;
the success of our expansion efforts in the United States; the outcome
of silicosis claims and the claim by our former quartz processor;
unpredictability of seasonal fluctuations in revenues; delays in
manufacturing if our suppliers are unable to supply raw materials; and
other factors discussed under the heading "Risk Factors" in our most
recent annual report on Form 20-F and other documents filed with the
Securities and Exchange Commission. These forward-looking statements are
made only as of the date hereof, and the Company undertakes no
obligation to update or revise the forward-looking statements, whether
as a result of new information, future events or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151119006801/en/
Investor Relations:
ICR, Inc.
James Palczynski,
+1-203-682-8229
Partner
Source: Caesarstone Sdot-Yam Ltd.
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