Management recommends voting FOR Proposal 1 (Amend Certificate of Incorporation) for two reasons:
- De-staggered boards are universally recognized as promoting greater accountability of directors by enabling stockholders to elect directors annually. Management believes that this single most important use of the stockholder franchise should be afforded to Company stockholders, particularly during this very challenging economic period for the Company's business during which management must address significant financial and operational matters and continuously consider strategic alternatives. By voting in favor of Proposal 1, stockholders are voting for the right to evaluate annually the effectiveness of the Board, and to make annual changes to the Board that they deem warranted through the annual election of directors.
- By voting to de-stagger the Board, stockholders have the opportunity
to immediately install a slate of directors limited to respected
industry veterans and very significant long-term stockholders.
Management believes that its recommended director nominees should have
undeniable value-adding experience and qualifications and/or a
significant vested economic interest in the Company in the form of
long-term and significant Common Stock ownership. A majority of our
Nominating Committee and Board members believe that our slate of
The determination to recommend de-staggering the Board as provided in
Proposal 1 was formulated with the support of several significant
holders of our Common Stock, including stockholders who a year ago
supported the election of
The Board recommends that stockholders vote "FOR" the approval of
the amendments to the Company's certificate of incorporation to
immediately eliminate the classification of our directors and provide
that nominees for director and directors may not sit on more than four
public company boards; "FOR" the election of the five nominees to
serve for a term of one year and until their successors have been duly
elected and qualified, assuming Proposal 1 is approved; and "FOR"
the election of one Class A nominee to serve for a term of one year and
until his successor has been duly elected and qualified and four Class
The Company mailed to stockholders a proxy statement and other
documents related to the 2016 annual meeting on or about
Please vote by telephone or internet as provided in the proxy card or by mail by filling in, dating and signing the proxy card provided with our previously delivered proxy statement, and mailing it promptly in the postage-paid envelope provided to make sure that your shares are represented at the Meeting. If you attend the Meeting in person, you may, if you desire, revoke your proxy and choose to vote in person even if you had previously sent in your proxy card.
Essex, through its subsidiaries, is one of
Some of the statements in this press release and other written and oral statements made from time to time by Essex and its representatives are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the intent and belief or current expectations of Essex and its management team and may be identified by the use of words like "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "will", "should", "seek", the negative of these terms or other comparable terminology. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from Essex's expectations include, without limitation, the vote of stockholders at the annual meeting, the continued ability of Essex to successfully execute its business plan, the possibility of a change in demand for the products and services that Essex provides, intense competition which may require us to lower prices or offer more favorable terms of sale, our reliance on third party suppliers, our indebtedness which could limit our operational and financial flexibility and any actions of our lenders in relation to events of default under our indebtedness, global economic factors including interest rates, general economic conditions, geopolitical events and regulatory changes, our dependence on our management team and key personnel, as well as other relevant risks detailed on our website, www.essexrentalcorp.com. The factors listed here are not exhaustive. Many of these uncertainties and risks are difficult to predict and beyond management's control. Forward-looking statements are not guarantees of future performance, results or events. Essex assumes no obligation to update or supplement forward-looking information in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results or financial conditions, or otherwise.
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