Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
20 Junho 2023 - 5:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
CANO HEALTH, INC.
|
(Name of Registrant as Specified In Its Charter)
|
|
ITC RUMBA, LLC
EGGE, LLC
EG ADVISORS, LLC
JAWS EQUITY OWNER 146, LLC
ELLIOT COOPERSTONE
LEWIS GOLD
BARRY S. STERNLICHT
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Elliot Cooperstone, Lewis
Gold and Barry S. Sternlicht, together with the other participants named herein (collectively, the “Former Directors Group”),
had filed a definitive proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (“SEC”)
which were used to solicit votes to WITHHOLD with respect to the election of certain directors, Dr. Alan Muney and Ms. Kim M. Rivera,
of Cano Health, Inc., a Delaware corporation (the “Company”), at the Company’s 2023 annual meeting of stockholders (the
“Annual Meeting”).
On June 20, 2023, the Former
Directors Group issued the following press release:
Concerned Shareholders
of Cano Health Address Company’s Offensive Friday Afternoon “News Dump” Regarding its Leadership Transition
Welcomes Long-Overdue Resignation of CEO Dr. Marlow
Hernandez and Appointment of Mark Kent as Cano’s Interim CEO
Contends a Board Reconstitution Overseen by Credible,
Trustworthy Independent Directors Is Required to Put Cano on the Right Path Toward Significant Value Creation
Disappointed by the Board’s Refusal to Accept
Stockholders’ Clear Mandate for Change Delivered at the 2023 Annual Meeting with More than 82% of Votes Cast WITHHOLDING Support
for the Directors up for Re-Election
Urges the Board to Engage Constructively Regarding
the Immediate Appointment of Independent Candidates Guy P. Sansone and Joseph Berardo, Jr. as Directors, Who Possess Significant and Credible
Healthcare Services Experience
NEW YORK &
MIAMI—(BUSINESS WIRE)—Elliot Cooperstone, Lewis Gold and Barry Sternlicht (collectively with certain of their affiliates,
the “Group” or “we”), who recently resigned as members of the Board of Directors (the “Board”) of
Cano Health, Inc. (“Cano” or the “Company”) (NYSE: CANO) and collectively represent the largest single stockholder
of the Company, today issued the below response to the Company’s Friday post-market announcement:
“While we are pleased our campaign for leadership
change at Cano brought about the long-overdue resignation of Dr. Marlow Hernandez as CEO, it is only the first step towards unlocking
significant value for all stakeholders. We have viewed Mark Kent, who is a high-integrity leader with relevant healthcare experience,
as an ideal replacement for Dr. Hernandez since he joined the Company earlier this year. But Mr. Kent and his management team need a credible,
confidence-inspiring Board behind them to initiate a lasting turnaround at Cano. The current Board, half of which is composed of two WITHHOLD
directors and the beleaguered ex-CEO, is simply not equipped to effectively oversee Cano at this critical juncture.
Here are just some of the ways in which the current
Board’s recent actions fly in the face of appropriate corporate governance and proper oversight:
| 1. | Astonishingly, the Board believes it is appropriate for Dr. Marlow Hernandez to continue serving
as a director, despite the fact that this is not permitted under his employment agreement, and despite his history of insider dealings
and fiduciary delinquency. Dr. Hernandez’s employment agreement plainly states that ‘the Executive shall be
deemed to have resigned from all officer and board member positions that the Executive holds with the Company or any of its respective
subsidiaries and affiliates upon the termination of the Executive’s employment for any reason.’ In light of his history of
alarming insider dealings, egregious capital allocation and strategic lapses, and massive value destruction, Dr. Hernandez should not,
under any circumstances, be receiving any concessions or special treatment from Cano, and we will be closely investigating the Board’s
handling of his ‘resignation.’ We would go so far as to contend that his apparent misconduct and self-dealing should disqualify
him from serving as a fiduciary anywhere in Corporate America. We urge the Board to reconsider its apparent side agreement allowing Dr.
Hernandez to continue serving as a director in direct contravention of his own employment agreement. |
| 2. | The Board continues to ignore the unambiguous message sent by stockholders at the 2023 Annual
Meeting of Stockholders, whereat more than 82% of the votes cast WITHHELD support for the directors up for re-election.
It is unconscionable that directors who have been publicly and privately admonished by a critical mass of Cano stockholders continue to
cling to their roles. Angel Morales, Dr. Alan Muney, Kim Rivera and Solomon Trujillo – Dr. Hernandez’s enablers for far too
long – must resign immediately without seeking any concessions or conditions from Cano before they can inflict more harm on stockholders.
It is time the Company finally heed investor feedback. |
| 3. | The Board’s so-called independent members remain insufficiently aligned with the stockholders
who actually own the vast majority of Cano. It is an insult to Cano’s stockholders that these directors want to continue
protecting Dr. Hernandez and clinging to their roles without buying meaningful stock on the open market. |
| 4. | The Board expects stockholders, who have seen approximately 90% of their value destroyed, to
entrust it to pick a new permanent CEO and new directors. To add insult to injury, the Board has not expressed any sincere
interest in collaborating with our Group – a 35% stockholder – to bring credibility to a wholesale overhaul of leadership.
In fact, it rejected our Group’s two highly qualified director candidates and a proposal to collaborate on a credible refresh of
the Board. We are left to question whether Dr. Hernandez and his boardroom allies are continuing to box us out because they are hiding
something nefarious. If not, we urge the Board to immediately align with us on a path forward that includes the addition of our candidates
– Guy Sansone and Joe Berardo, Jr. – and other essential changes to leadership and strategy. |
While it is clear that our legal action and public
campaign were catalysts for Dr. Hernandez finally being replaced by a qualified leader, the Board evidently remains in denial about what
else needs to be done. Hopefully it realizes Friday afternoon’s post-market reaction – with Cano’s shares trading up
roughly 25% – is evidence of stockholders’ disdain for the status quo, rather than applause for a long-overdue move. In the
meantime, we will continue to use all available channels to hold Cano’s insiders accountable to stockholders.”
***
Contacts
Investors:
HKL & Co., LLC
Peter Harkins, Jr. / Jordan Kovler
Toll-Free: (800) 326-5997
CANO@hklco.com
Media:
Longacre Square Partners
Greg Marose / Charlotte Kiaie, (646) 277-8813
gmarose@longacresquare.com / ckiaie@longacresquare.com
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