Recommends Stockholders Vote on the
WHITE Proxy Card “FOR” Amber Road’s Independent,
Experienced and Highly Qualified Director Nominees
Amber Road, Inc. (NYSE: AMBR) (the “Company”), a leading
provider of cloud-based global trade management (GTM) solutions,
today published a letter from two of its independent directors,
Barry M. V. Williams and Ralph E. Faison each of whom is a member
of the Nominating and Corporate Governance Committee. A full copy
of the letter can be found below.
April 16, 2019
Dear Fellow Stockholders:
As you know, Amber Road is a leading provider of cloud-based
global trade management (GTM) solutions in a rapidly changing
landscape. Technology continues to disrupt the supply chain
industry, and we are extremely proud to serve as members of the
Board of Directors (the “Board”) of a Company at the forefront of
these changes. The Company is digitizing the global supply chain
and forging partnerships with our customers across more than 170
countries to meet their digital supply chain needs. Under your
Board’s continued stewardship, we believe that the Company is
well-positioned to lead and innovate globally, drive long-term
growth and deliver sustainable stockholder value.
At our 2019 Annual Meeting of Stockholders (the “Annual
Meeting”), you have important choices to make that will greatly
impact the direction the Company takes in the future. Activist
investor Altai Capital Osprey, LLC (collectively with certain of
its affiliates, “Altai”) has hand-picked and nominated two
candidates to the Board – Marshall Heinberg and Jim Watson. After
careful consideration, the Board determined that Altai’s nominees
lack the requisite industry knowledge and skillset to serve as
meaningful members of the Board. The Board strongly recommends that
you vote for the Company’s nominees – incumbent director Rudy
Howard, and two new director nominees – Andre Toet and
Kenneth Traub.
We Are Recommending All Stockholders Vote
FOR the Company’s Nominees
We value engagement with all stockholders. At the 2018 Annual Meeting of Stockholders, in
response to feedback received from some of our stockholders, we
began leveraging our robust stockholder engagement program to
solicit critical input from these stockholders on a number of
issues, including corporate governance and executive
compensation. This iterative dialogue remains ongoing.
As a result of the valuable feedback we received, we’ve continued
to make a number of enhancements, which has resulted in our Board
nominating new independent directors with specific sets of skills
and experience to accelerate the governance and compensation
improvements already under way.
As Nominating and Corporate Governance Committee members of your
Board, we are excited to nominate two new independent director
candidates this year – Andre Toet and Ken Traub.
- Andre Toet brings extensive operating
experience with successful logistics companies, including past
leadership positions at the Port of Rotterdam, the largest
commercial port in Europe. Our nomination
of Andre is a response to the feedback we received from
stockholders about the need for adding a director with
international shipping expertise. Andre’s international
experience and industry contacts will be vital in helping the
Company execute its strategy to increase its footprint in
Europe.
- Kenneth (“Ken”) Traub was recommended
to us by a long-term stockholder, and his
nomination represents a response to the feedback we received from
stockholders about the need for adding a director with more of an
eye toward corporate governance from an ownership
perspective. Ken brings three decades of experience as a
public company director and stockholder representative to the
Board. Ken has also founded, led and advised many successful
technology companies and start-ups specializing in software. Ken’s
focus on corporate governance and his experience as a stockholder
representative will bring additional energy and insight to the
boardroom.
We are also asking that you re-elect one incumbent director,
Rudy Howard.
- Rudy Howard’s experience as a public
company CFO for a number of other public and private multi-national
companies makes him an irreplaceable member of the Board,
especially as Chairperson of the Audit Committee and in his
capacity as our audit committee financial expert.
Including the independent directors elected in the past
five-years, the election of this year’s new nominees would mean
that more than half of the independent directors will have been
refreshed since our IPO, demonstrating a proactive and robust board
refreshment and evaluation process. Every time we have refreshed
the Board since the Company’s IPO, we have done so with substantial
stockholder input. Indeed, we identified
our new independent director nominees after a search that lasted
for many months and that included a host of candidates recommended
and vetted by long-term stockholders.
This new generation of Amber Road’s independent directors –
including Ralph Faison, who was elected to his first term just last
year – will further complement Amber Road’s already highly
qualified Board, comprised of directors with significant finance,
software, global trade and corporate governance skill sets.
We Believe Supporting Altai’s Nominees Will
Be Value-Destructive
Amber Road has demonstrated significant progress over the past
three years growing profits as measured by Adjusted EBITDA and cash
flow from operations. The Company also continues to make strategic
investments in products and personnel to take advantage of dramatic
changes that are just now taking place in global trade. Given this
positioning, we believe the prospects for the business and value
creation for stockholders are tremendously exciting.
On February 5, 2018, E2open, LLC (“E2open”) privately submitted
an unsolicited proposal to us to acquire all outstanding shares of
Amber Road common stock for $10.50 per share. Your Board, after
careful deliberation, determined that E2open’s bid significantly
undervalued your Company, and declined the proposal after E2open
prematurely and publicly announced its offer prior to its given
deadline. Almost three months after the E2open offer, and after
openly pressuring the Company to sell itself to E2open, Altai
finally disclosed to us belatedly on May 11, 2018 (and not publicly
until December) that it owned an economic interest in E2open,
laying bare, in our view, its self-motivated and conflicted
interests that are at odds with the interests of all other Amber
Road stockholders.
Unfortunately to this day, Altai has chosen the path that in our
opinion threatens Amber Road’s ability to further create value for
you by nominating candidates to perpetuate its conflicted agenda.
Marshall Heinberg, an Altai nominee, has held a series of
consulting and advisory roles with financial/transactional
experience. Another nominee, James Watson, also touts transactional
experience gained from various venture capital and private equity
positions he’d held throughout his career. Neither Altai nominee, in our view, has any
complementary expertise in global supply chain, logistics, trade or
technology that would bring relevant insights into boardroom
strategy discussions. What we frankly believe they share in common
is the same transactional skill set which could aid Altai’s
conflicted and self-seeking aims. All of our
existing directors and those new independent directors on the
Company’s slate have considerable transactional experience and
skills. The existing Board is adept at running a sale process
should the need arise and evaluating proposals that alter the
Company’s strategic plan without being burdened by the Altai
conflict.
Your Board extended multiple offers to meet with Altai’s
nominees to fully evaluate them in the same manner as every other
director candidate, a process in which Andre and Ken readily
participated. However, Altai’s control
over its nominees is so great that it blocked us from even meeting
them. Other director candidates recommended by other
stockholders readily participated in this process.
Despite all these developments, your Board made extensive
efforts to achieve an equitable resolution with Altai in an effort
to minimize the disruption and distraction a costly proxy contest
might cause. This included giving Altai the opportunity to meet
with the other director candidates under consideration by the
Board. Altai took the Board up on this opportunity to only speak
with Ken Traub, and determined not to solicit votes against Ken’s
election. This fact makes it all the more ironic that Altai
speculates about Andre’s independence without having met him, let
alone conduct proper due diligence.
Your Nominating and Corporate Governance Committee thoroughly
vetted Andre’s and Barry Williams’s relationship, which was
primarily related to a work-based relationship roughly 20 years
ago. Andre also joined the board of a company called essDOCS during
a period when Barry was phasing out of his board membership at that
firm. Altai gives no specific facts speaking against Andre’s
independence, as Andre is completely independent under NYSE and
NASDAQ standards. If, as Altai claims, this kind of tangential
relationship is grounds enough to claim lack of independence for a
director nominee, then almost all independent directors serving
public company boards should also be disqualified. Let us remind
you again that Altai was given the chance to vet Andre. If it was
indeed an engaged stockholder, Altai would have – and should have –
accepted the opportunity to vet all of the new Amber Road
nominees.
Ultimately, even after the Board’s
efforts to reach a resolution with Altai, it subsequently offered
no counter-offer to the Company’s settlement offer, and has instead
chosen to engage in a costly and distracting proxy contest that we
do not believe serves stockholder interests.
Support Amber Road Nominees: the Right Path
to Value Creation
We believe that healthy debate from a diversity of perspectives
is a positive attribute in any boardroom, which is the primary
reason why your Board mindfully refreshed itself to bring in new
perspectives. Yet, disruptive voices for disruption’s sake often
become a negative distraction. Simply put, your Board’s strategic
plan always permits consideration of strategic opportunities that
are in the best interests of all stockholders. But, in our opinion,
Altai’s single-minded, self-serving path will not generate optimal
value creation for other stockholders. Altai’s prior behavior,
including its push to sell the Company to a firm in which it owned
an economic stake, and more recent refusal to let the Company speak
to its candidates or negotiate a settlement in good faith, should,
in our view, give every stockholder a healthy skepticism about
Altai’s claimed motivations. As your fiduciaries, Amber Road’s
Board is on a different path – one where creating value for our
stockholders drives all of our collective efforts. We strongly urge
you to support management and the newly refreshed Board as they
work to create value for all stockholders.
On behalf of this year’s nominees, Rudy, Andre and Ken, as well
as the entire Board of Amber Road, we continue to appreciate all
stockholders’ constructive feedback and support, and look forward
to continuing to engage with our stockholders as we position Amber
Road for long-term success.
Sincerely,
Barry M. V. Williams and Ralph E. Faison
VOTE FOR AMBER ROAD’S HIGHLY QUALIFIED
DIRECTOR NOMINEES
ON THE WHITE PROXY CARD TODAY
The Board unanimously recommends that you vote your shares “FOR”
your experienced and highly qualified director nominees on the
WHITE proxy card—Rudy Howard, Andre G.F. Toet and Ken Traub to
further this goal.
Your vote is extremely important. Regardless of the number of
shares you own, it is important that your voice be heard in regard
to this important decision regarding your investment. We urge you
to vote today by telephone, online, or by signing and dating the
enclosed WHITE proxy card and returning it in the postage-paid
envelope. If you received a GOLD proxy card from Altai, please
disregard it and do not send back any GOLD proxy cards, even to
vote against the Altai nominees, as doing so may cancel out any
votes you place “FOR” the Company’s highly-qualified slate of
director nominees as only your latest dated proxy card will be
counted at the annual meeting.
If you have any questions or require assistance in voting your
shares of the Company’s stock, you should call MacKenzie Partners,
Inc., the Company’s proxy solicitor, by calling toll-free at (800)
322-2885 or at (212) 929-5500.
About Amber RoadAmber Road’s (NYSE: AMBR) mission is to
dramatically transform the way companies conduct global trade. As a
leading provider of cloud-based global trade management (GTM)
software, trade content and training, we help companies all over
the world create value through their global supply chain by
improving margins, achieving greater agility and lowering risk. We
do this by creating a digital model of the global supply chain that
enables collaboration between buyers, sellers and logistics
companies. We replace manual and outdated processes with
comprehensive automation for global trade activities, including
sourcing, supplier management, production tracking, transportation
management, supply chain visibility, import and export compliance,
and duty management. We provide rich data analytics to uncover
areas for optimization and deliver a platform that is responsive
and flexible to adapt to the ever-changing nature of global
trade.
Cautionary Language Concerning Forward-Looking
StatementsThis press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are not historical
facts, but instead represent only our current expectations and
beliefs, and therefore, contain risks and uncertainties about
future events or our future financial performance, including, but
not limited to, achieving revenue from bookings, closing business
from the sales pipeline, new customer deployments and maintaining
these relationships, the ability to reduce operating losses and use
of cash, and attaining profitability. In some cases, you can
identify forward-looking statements by terminology such as “may,”
“will,” “could,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” or
“continue,” and similar expressions, whether in the negative or
affirmative. These statements are only predictions and may be
inaccurate. Actual events or results may differ materially. In
evaluating these statements, you should specifically consider
various factors, including the risks outlined in our filings with
the SEC, including, without limitation, our annual, periodic and
current SEC reports. These factors may cause our actual results to
differ materially from any forward-looking statement. Although we
believe that the expectations reflected in the forward-looking
statements are reasonable, our future results, levels of activity,
performance or achievements may differ from our expectations. Other
than as required by law, we do not undertake to update any of the
forward-looking statements after the date of this press release,
even though our situation may change in the future.
Important Additional InformationThe Company, its
directors and certain of its executive officers are participants in
the solicitation of proxies from the Company’s stockholders in
connection with the Company’s 2019 Annual Meeting. The Company has
filed a definitive proxy statement and WHITE proxy card with the
SEC in connection with its solicitation of proxies from the
Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY
CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Information
regarding the identities of the Company’s directors and executive
officers, and their direct or indirect interests, by security
holdings or otherwise, are set forth in the proxy statement and
other materials filed with the SEC in connection with the 2019
Annual Meeting. Stockholders can obtain the proxy statement, any
amendments or supplements to the proxy statement, and any other
documents filed by the Company with the SEC at no charge at the
SEC’s website at www.sec.gov. These documents are also available at
no charge at the Company’s website at www.amberroad.com in the
“Investor Relations” section under “SEC Filings.”
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190416005335/en/
Investor Relations Contact:Staci Mortenson,
ICR201-806-3663InvestorRelations@AmberRoad.com
Additional Investor Contact:Bob Marese, MacKenzie Partners,
Inc.212-929-5500amberroad@mackenziepartners.com
Media Contacts:Phil Denning,
ICR646-277-1258Phil.Denning@ICRinc.com
Media Contacts:Annika Helmrich, Amber Road, US &
Canada201-806-3656AnnikaHelmrich@AmberRoad.com
Martijn van Gils, Amber Road, Europe & Asia+31
858769534MartijnvanGils@AmberRoad.com
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