Company’s Highly Engaged and Qualified
Directors are Best Positioned to Oversee the Company’s Path
Forward
Thomas Sullivan is Pushing Personal Agenda With
His Board Nominees Given His Ongoing Interest in Buying Company
Urges Shareholders to Vote the Universal
WHITE Proxy Card Today “FOR” ONLY LL
Flooring’s Three Highly Qualified Director Nominees
Visit www.VoteLLFlooring.com for More
Information
LL Flooring Holdings, Inc. (“LL Flooring” or “Company”) (NYSE:
LL) today filed an investor presentation with the U.S. Securities
and Exchange Commission in connection with its 2024 Annual Meeting
of Stockholders on July 10, 2024. The presentation is available at
https://www.votellflooring.com/company-resources.
Highlights of the presentation include:
- The LL Flooring Board (the “Board”) and leadership team have
been taking and continue to take decisive actions to position the
Company for success.
- The Board worked to address product and sourcing issues, taking
steps to repair damage to the Company’s credibility and reputation
that occurred while Thomas Sullivan served as Executive Chair and
Interim CEO and had direct oversight over sourcing
initiatives.
- The Board oversaw the recruitment of a refreshed senior
leadership team to drive transformation and help develop a new
strategy, including recent setting of five strategic priorities to
position the Company to capture market opportunity and drive growth
and value creation.
- The Board and leadership team are working to navigate recent
macroeconomic challenges that have followed a period of consistent,
solid financial performance.
- The Board has been conducting a thorough review of strategic
alternatives to maximize shareholder value, including evaluating
the potential of a sale of the Company.
- Since August 2023, with the assistance of financial and legal
advisors, the Board has been conducting a typical process for the
sale of a public company.
- The Board has approached this process with an open mind and
focus on fairly measuring offers against the Company’s standalone
plan.
- The Board is committing the necessary time and care to
constructively evaluate all alternatives in a complex environment,
and has engaged with potential bidders on a level playing field
since the first receipt of an unsolicited non-binding Indication of
Interest in January 2022, including with Mr. Sullivan’s firm F9
Investments.
- LL Flooring is well-positioned to capitalize on improving
market conditions and continue building on the positive change
underway.
- Under the Board’s oversight, the leadership team is positioning
LL Flooring to capitalize on the anticipated industry tailwinds and
larger market opportunity by expanding further into the
soft-surface market and pursuing Pro customers. This includes
optimizing LL Flooring’s existing retail footprint, relocating
underperforming stores and closing unprofitable stores to drive
profitability.
- The Company has been implementing a strategy to increase brand
awareness and deliver a more consistent end-to-end customer
experience across the omnichannel network, which is gaining
traction and driving profitability.
- The LL Flooring Board has highly qualified and independent
directors; there is no need for further change at this time.
- The LL Flooring Board comprises nine highly qualified and
engaged directors, eight of whom are independent, who have the
right mix of skills and experience to effectively oversee the
strategic direction of LL Flooring.
- The LL Flooring directors that are up for re-election have made
significant contributions to the Company, collectively serving on
all four of the Board's committees and overseeing the development
of the Company's five strategic priorities as well as execution of
the strategic alternatives process.
- Mr. Sullivan and his nominees bring no incremental value to
the Board.
- Electing Mr. Sullivan and his two other nominees would remove
superior talent and critical skills from the LL Flooring Board, and
risk derailing the progress being made in executing the Company’s
strategy and completing the strategic alternatives process.
- The two additional candidates put forth by Mr. Sullivan have
longstanding relationships with him, and currently work for F9
Investments or Cabinets To Go, the latter of which competes with LL
Flooring.
- Mr. Sullivan and his two other candidates have limited to no
demonstrated knowledge of critical current corporate governance
issues, lack critical skills in current business issues facing the
Company and none of Mr. Sullivan's candidates except for Mr.
Sullivan himself have any prior experience serving on the Board of
a public company.
- Mr. Sullivan is conflicted and pushing a personal agenda to
opportunistically acquire LL Flooring.
- Mr. Sullivan may be attempting to force a sale of LL Flooring
to himself at a price that may undervalue the Company by installing
himself and two of his hand-picked employees on the Board.
- During the Company's strategic review process, Mr. Sullivan
refused to enter into a standard confidentiality provision, to
which other interested parties agreed.
- During an attempt by the Board to reach a proposed compromise
in this proxy contest by appointing one of his nominees, Mr.
Sullivan’s representatives requested as part of such compromise
that he receive diligence access to the Company.
- Mr. Sullivan has a track record that shareholders should
question.
- Mr. Sullivan has been involved in litigation with companies he
has founded, including a civil racketeering derivative complaint
and litigation related to violating the terms of a Memorandum of
Understanding signed between Cabinets To Go (CTG) and LL Flooring
under which CTG would not sell flooring in competition with LL
Flooring.
- Mr. Sullivan made public statements about his interest in
acquiring LL Flooring and then reversed those statements while
timing his trades of LL Flooring stock in a manner that benefitted
his own personal portfolio and whipsawed other investors.
- During Mr. Sullivan's tenure as Executive Chairman and/or
Interim CEO, with his direct oversight of sourcing, the Company was
raided by the FBI for potential environmental crimes, pleaded
guilty to charges related to sourcing of illegally logged timber
from Far East Russia and false statements on Lacey Act
declarations, and had products fail testing by the California Air
Resources Board for formaldehyde emissions.
- From the time of the FBI raid in 2013, when Mr. Sullivan was
serving as Executive Chairman, to the time of Mr. Sullivan’s
departure from the Board and Company, LL Flooring’s stock price
declined by ~86%, representing the destruction of ~3 billion in
market capitalization1.
Vote today “FOR” ONLY
LL Flooring’s three highly qualified and engaged director nominees
on the universal WHITE proxy card
Your Board unanimously recommends that you vote “FOR” the
election of each of the three nominees proposed by your Board,
Messrs. Moore and Parmar and Ms. Taylor, on your universal
WHITE proxy card.
Your Board does not endorse Mr. Sullivan and his other two
nominees because, among other reasons, they are conflicted due to
their roles at F9 Investments and Cabinets To Go, the latter of
which competes with LL Flooring. Your Board strongly urges you to
DISCARD and NOT vote using any gold proxy card that may be sent to
you by Mr. Sullivan. If you have already voted using a gold proxy
card sent to you by Mr. Sullivan, you have every right to change
your vote and we strongly encourage you to revoke that proxy by
using the WHITE proxy card to
vote in favor of ONLY the three nominees recommended by your Board
– by Internet or by signing, dating and returning the enclosed
WHITE proxy card in the
postage‐paid envelope provided. Only the latest validly executed
proxy that you submit will be counted – any proxy may be revoked at
any time prior to its exercise at the Annual Meeting.
Your vote is very important. Even if you plan to attend the
Annual Meeting, we request that you read the proxy statement and
vote your shares by signing and dating the enclosed universal
WHITE proxy card and returning it in
the postage‐paid envelope provided or by voting via the Internet by
following the instructions provided on the enclosed universal
WHITE proxy card.
If you have any questions or
require any assistance with voting your shares, please contact our
proxy solicitor, Saratoga, at (888) 368‐0379 or (212) 257‐1311 or
by email at info@saratogaproxy.com.
About LL Flooring
LL Flooring is one of the country’s leading specialty retailers
of hard-surface flooring with more than 435 stores nationwide. The
Company seeks to offer the best customer experience online and in
stores, with more than 500 varieties of hard-surface floors
featuring a range of quality styles and on-trend designs. LL
Flooring's online tools also help empower customers to find the
right solution for the space they've envisioned. LL Flooring's
extensive selection includes waterproof hybrid resilient,
waterproof vinyl plank, solid and engineered hardwood, laminate,
bamboo, porcelain tile, and cork, with a wide range of flooring
enhancements and accessories to complement. LL Flooring stores are
staffed with flooring experts who provide advice, Pro partnership
services and installation options for all of LL Flooring's
products, the majority of which is in stock and ready for
delivery.
Learn More about LL Flooring
- Our commitment to quality, compliance, the communities we serve
and corporate giving: https://llflooring.com/corp/quality.html
- Follow us on social media: Facebook, Instagram and
Twitter.
Forward Looking Statements
Certain statements in this press release may include statements
of the Company’s expectations, intentions, plans and beliefs that
constitute “forward-looking statements” within the meanings of the
Private Securities Litigation Reform Act of 1995. These statements,
which may be identified by words such as “may,” “will,” “should,”
“expects,” “intends,” “plans,” “anticipates,” “assumes,”
“believes,” “thinks,” “estimates,” “seeks,” “predicts,” “could,”
“projects,” “targets,” “potential,” “will likely result,” and other
similar terms and phrases, are based on the beliefs of the
Company’s management, as well as assumptions made by, and
information currently available to, the Company’s management as of
the date of such statements.
These statements are subject to risks and uncertainties, all of
which are difficult to predict and many of which are beyond the
Company’s control. These risks include, without limitation, the
impact of any of the following: reduced consumer spending due to
slower growth, economic recession, inflation, higher interest
rates, and consumer sentiment; our advertising and overall
marketing strategy, including anticipating consumer trends and
increasing brand awareness; the results of our ongoing strategic
review; a sustained period of inflation impacting consumer
spending; our inability to execute on our key initiatives or if
such key initiatives do not yield desired results; stock price
volatility; competition, including alternative e-commerce
offerings; liquidity and/or capital resources changes and the
impact of any changes or limitations, including, without
limitation, ability to borrow funds and/or renew or roll over
existing indebtedness; transportation availability and costs,
including the impact of the war in Ukraine and the conflict in the
middle east on the Company’s European and Asian suppliers;
potential disruptions to supply chain and product availability
related to forced labor and other trade regulations; including with
respect to the Uyghur Forced Labor Prevention Act; inability to
hire and/or retain employees; inability to staff stores due to
overall pressures in the labor market; the outcomes of legal
proceedings, and the related impact on liquidity; reputational
harm; inability to open new stores with acceptable financial
returns, find suitable locations for our new stores, and fund other
capital expenditures; managing growth; disruption in our ability to
distribute our products, including due to severe weather; operating
an office in China; managing third-party installers and product
delivery companies; renewing store, warehouse, or other corporate
leases; maintaining optimal inventory for consumer demand; our and
our suppliers’ compliance with complex and evolving rules,
regulations, and laws at the federal, state, and local levels
having an overreliance on limited or sole-source suppliers; damage
to our assets; availability of suitable hardwood, carpet and other
products, including disruptions from the impacts of severe weather
and supply chain constraints; product liability claims, marketing
substantiation claims, wage and hour claims, and other labor and
employment claims; sufficient insurance coverage, including
cybersecurity insurance; disruptions due to cybersecurity threats,
including any impacts from a network security incident; the
handling of confidential customer information, including the
impacts from the California Consumer Privacy Act, California
Privacy Rights Act and other applicable data privacy laws and
regulations; management information systems and customer
relationship management system disruptions; obtaining products
domestically and from abroad, including tariffs, the effects of
antidumping and countervailing duties, and delays in shipping and
transportation whether due to international events, such as the Red
Sea shipping crisis, or scenarios outside of the Company’s control;
impact of changes in accounting guidance, including implementation
guidelines and interpretations related to Environmental, Social,
and Governance matters; deficiencies or weaknesses in internal
controls; and anti-takeover provisions.
The Company specifically disclaims any obligation to update
these statements, which speak only as of the dates on which such
statements are made, except as may be required under the federal
securities laws.
Additional factors are set forth in the Company’s Annual Report
on Form 10-K and Form 10-K/A for the year ended December 31, 2023,
under the captions “Risk Factors”, the Company’s quarterly report
on Form 10-Q for the quarter ended March 31, 2024, and subsequent
filings with the SEC.
1 Share price decline and market capitalization calculated from
September 26, 2013 until December 30, 2016; market capitalization
calculated using 30,700,000 shares outstanding.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240617255279/en/
LL Flooring Investor Relations ICR Bruce Williams
ir@llflooring.com Tel: 804-420-9801 For media inquiries: Ed
Trissel / Spencer Hoffman Joele Frank, Wilkinson Brimmer Katcher
212-355-4449 For Investors: Saratoga Proxy Consulting LLC:
John Ferguson / Joe Mills info@saratogaproxy.com Tel:
212-257-1311
LL Flooring (NYSE:LL)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
LL Flooring (NYSE:LL)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
