The company says that erroneous information was published by Glass Lewis and Dissident Group.
The Pantry Inc. has responded to a report issued by Glass, Lewis & Co. LLC (“Glass Lewis”) on Feb. 27, 2014 in connection with the company’s 2014 Annual Meeting of Stockholders on March 13, 2014, as well as to a press release subsequently issued by the dissident stockholder group led by JCP Investment Management LLC (“the dissident group”) on Feb. 28, 2014.
The Pantry issued the following statement:
“We are disappointed with the report issued by Glass Lewis, which contains numerous inaccuracies that illustrate Glass Lewis’ fundamental lack of understanding of our business. Glass Lewis made several incorrect observations about The Pantry and its Board of Directors, including but not limited to:
Repeatedly misidentifying Tad Dickson, the director candidate whom the company nominated in January 2014 to stand for election to the Board, as Terry McElroy, who has been a Board member since 2006 and is one of our longest-serving directors;
Wrongly asserting that Mr. Dickson’s extensive experience in the supermarket industry—including serving most recently as Chairman and CEO of Harris Teeter Supermarkets, a leading food retailer in the southeastern U.S. with 216 stores and $4.1 billion of revenue—does not constitute valid retail experience, despite the fact that Harris Teeter is a renowned leader in the supermarket industry offering fresh and prepared food for immediate consumption; and
Suggesting that director nominee Kathleen Guion did not have relevant fuel experience, when in fact, she accumulated significant fuel experience through her service as President and COO of E-Z Serve Convenience Stores, a chain of over 600 stores with fuel operations in the Houston area, and as Vice President and General Manager of 7-Eleven convenience stores. Ms. Guion also demonstrated exceptional retail experience as an executive with Dollar General, which under her leadership significantly expanded its food merchandise offering.
“We believe these gross inaccuracies indicate that Glass Lewis did not give careful consideration to our business, strategy and Board constitution. Accordingly, we strongly urge stockholders to disregard the information contained in Glass Lewis’ unreliable report.
“The Pantry also notes a similar disregard for the facts and carelessness on the part of the dissident group in its publicly issued response to the Glass Lewis report.
“A full two paragraphs of the dissident group’s press release that purportedly quote Glass Lewis, in fact, have nothing whatsoever to do with The Pantry or the proxy contest at hand. The dissident group lifted these paragraphs word-for-word from another hedge fund’s press release about another company during a different proxy contest held last year. Not only did the dissident group refer to a stockholder rights plan that does not exist at The Pantry, the dissident group did not even take the time to change the names of that other company’s director candidates! The Pantry is concerned that, if elected, the dissident group’s nominees, Messrs. Diener, Pappas and Schechter, would exhibit the same carelessness in serving The Pantry stockholders as they do in their public statements.”
The Pantry’s Board and management team are successfully executing a strategic plan to improve key areas of the business and create meaningful value for stockholders. The Board and management’s efforts to implement a major store remodeling and quick-service restaurant program as quickly as practicable, to refocus the company’s merchandising strategy, to invest in technology to improve fuel pricing and to accelerate growth through selective acquisitions—all while maintaining a prudent and disciplined approach to capital allocation—are clear evidence of the meaningful progress The Pantry has made and continues to make.
The Pantry continues to recommend that stockholders discard any proxy materials they may receive from the dissident and vote the WHITE proxy card today.”