Dye & Durham dissident OneMove updates nominees

Executive Summary

• OneMove Capital, a major shareholder of Dye & Durham Ltd., has issued a strong statement warning the company's board against "entrenchment tactics" and urging them to accept a slate of independent directors to avoid a costly proxy contest.
• OneMove alleges that the current "Engine board" is disregarding shareholder rights and raising baseless concerns about OneMove's director nomination notice to invalidate it.
• The activist investor has withdrawn one nominee (Ronnie Wahi) to remove any pretext for the company to claim a "shareholder group" violation, while maintaining the nomination of four other directors and one director pursuant to an investor rights agreement.

Key Details

• Conflict: OneMove Capital accuses Dye & Durham's board of attempting to entrench itself and limit shareholder influence by questioning the validity of OneMove's properly submitted director nomination notice.
• Nominee Slate: OneMove proposes the following directors:
  • Eddie Smith
  • David Giannetto
  • Allen Taylor
  • Tyler Proud
• Contractual Nominee: Marc Marzotto has been nominated separately in accordance with OneMove's investor rights agreement.
• Withdrawal: OneMove withdrew the nomination of Ronnie Wahi to eliminate any pretext for the company to suggest a "shareholder group" exists, thereby removing a potential justification for invalidating the nominations.
• Governance Demands: OneMove demands that the board allow a straightforward vote on the qualified slate at the upcoming annual meeting and urges the board not to use "manufactured issues" to delay the meeting.
• Strategic Intent: OneMove states its only material interest is the election of directors who will exercise fiduciary duty to independently evaluate any proposed transactions, specifically calling for a "full and properly run sale process by an independent committee of directors."
• Shareholder Sentiment: The release claims shareholders have "reached their limit" with the current board, citing poor performance and a desire for meaningful change and higher governance standards.
• Counter-Allegation: OneMove warns that if the board invalidates the nomination, it will raise serious concerns about the board's intentions and that OneMove will not allow the governance process to be manipulated.

Notable Quotes

• "OneMove Capital Ltd., a major shareholder of Dye & Durham Ltd., has issued the following statement regarding the board of directors' latest efforts to entrench itself and disregard shareholder rights, including by raising baseless concerns about OneMove's properly submitted director nomination notice as a potential pretext to invalidate the nomination."
• "Despite OneMove's good faith efforts, it has become evident that members of the entrenched Engine board are more focused on advancing their self-interests and those of management than on pursuing a resolution which serves the best interests of the company and its shareholders."
• "OneMove has elected to withdraw its proposed nomination of Ronnie Wahi to eliminate any pretext for the company's suggestion of a shareholder group."
• "OneMove further urges the board not to use these manufactured issues as a justification to delay the meeting, as shareholders deserve a timely and orderly vote."