Concerned Shareholders of NowVertical Seek an Immediate End to the Incumbent Board’s Entrenchment and Destruction of Shareholder Value
- The Company has failed to announce that a significant number of shareholders voted against the re-election of NowVertical’s incumbent Board.
- The incumbent Board is directly responsible for significant value destruction and rapid erosion of the Company’s balance sheet.
- NowVertical’s largest shareholder strongly believes that the incumbent Board should be replaced, but was contractually required to vote in support at the recent Meeting.
- If the Company’s largest shareholder had been permitted to vote against the incumbent Board, none of the current directors would have received support from a majority of shareholders, with the exception of Darrell MacMullin.
- Good faith efforts to discuss qualified potential replacements for the incumbent Board were met with delay, resistance, and obfuscation.
- Instead, the resignation and replacement of the Company’s former CEO and recent appointments of David Charron and Chris Ford to the Board, without stakeholder consultation, fail to address the need for fundamental change.
- Each of Elaine Kunda, Andre Garber Darrell MacMullin, David Charron, and Chris Ford should immediately resign from the Board – they do not have the support of a majority of shareholders.
TORONTO, Jan. 18, 2024 /CNW/ – Daren Trousdell, the founder and largest shareholder of NowVertical Group Inc. (“NowVertical” or the “Company“), through KOAT Holdings LLC, is calling on the Company to immediately publish the voting results in respect of the election of candidates to the Company’s Board of Directors (the “Board“) at the Company’s Annual Meeting on October 13, 2023 (the “Meeting“).
At the Meeting, a significant number of shareholders voted not to support the re-election of Scott Nirenberski, Elaine Kunda, Andre Garber, and Darrell MacMullin to the Board:
Percentage of Votes
Mr. Trousdell, who directly or indirectly holds approximately 30% of the Company’s voting shares, only supported the incumbent Board because he was required to under the terms of an agreement with the Company. If he had been permitted to vote his conscience for the benefit of all shareholders, he would not have supported the election of Andre Garber, Elaine Kunda, Scott Nirenberski, and Darrell MacMullin. If Mr. Trousdell had been consulted in any fashion, he would have not supported the appointment of David Charron and Chris Ford, who are unknown to him and were appointed without stakeholder consultation.
The only explanation for the Company’s failure to release the results of the Board election, is that the incumbent directors are attempting to hide from the Company’s owners the resounding repudiation of their abandonment of the Company’s growth strategy, track record of value destruction, and abysmal management of the Company’s balance sheet.
The current composition of the Board, following the appointments of David Charron and Chris Ford, fails to address the urgent need for directors with a unique set of skills, experience, expertise, and shareholder-focussed perspective. Needless to say, Mr. Trousdell strongly believes that the incumbent Board should be replaced with directors who are focussed on preserving shareholder value and putting NowVertical on a course for sustainable long-term organic and inorganic growth.
Urgent Change is Needed
The incumbent Board has presided over an incredible erosion in shareholder value since Mr. Trousdell resigned as Chair of the Board and Chief Executive Officer on May 30, 2023. The Board has abandoned the Company’s growth strategy in favour of short-term cost cutting. This trend is particularly troubling in light of the significant deterioration in the Company’s cash position since the date of Mr. Trousdell’s resignation, threatening the Company’s ability to meet its short-term financial obligations. The Company’s former auditor, BDO Canada LLP, resigned prior to the Meeting; the Company announced on January 8, 2024 that its Chief Financial Officer is imminently departing; and, the Company’s former CEO has now resigned, after starting to effect positive change. This trend is very concerning.
It is not surprising that the incumbent Board has presided over a tumultuous period for the Company, given its lack of engagement. What else should one expect from directors who are insignificant shareholders or not shareholders at all, without any incentive to drive share price recovery? Mr. MacMullin and Ms. Kunda hold scant shares in the Company. Mr. Garber, who joined the Company after its inception, primarily holds shares received in consideration for his employment by the Company. By refusing to release the results of the director election at the Meeting, the directors have chosen to prioritize their own reputations over maximizing the value of the Company.
Mr. Trousdell has no intention to rejoin the Board or management. He has conveyed that an immediate overhaul of the Board with independent and experienced directors, whose interests are aligned with the Company’s owners, is necessary to prevent further value destruction and to execute rapidly and efficiently on the Company’s strategy for growth.
The Way Forward
Mr. Trousdell remains confident about the value potential of the Company but believes that new leadership is required. He initially approached the Board to constructively discuss potential nominees that could provide the experience and the spark required for the Company to re-invigorate itself with a view to maximizing shareholder value. Unfortunately, these efforts have been ignored.
Shareholders deserve an expert and accountable Board that is laser-focused on share price recovery. A newly reconstituted Board will bring urgency and accountability to the Company. Only under these conditions will the Company be able to regain the type of valuation that it once carried.
The information contained in this press release is for information purposes only in order to provide the views of Mr. Trousdell and the matters which Mr. Trousdell considers to be of concern to shareholders. The information is not tailored to specific investment objectives, the financial situations, suitability or particular need of any specific person(s) who may receive the information and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Mr. Trousdell, based on analyses of Mr. Trousdell and may change at any time.
The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although Mr. Trousdell may ultimately determine to requisition a meeting of shareholders, such a requisition has not yet been submitted, there is currently no record or meeting date and shareholders are not being asked at this time to execute a proxy in favour of any director nominees or any other resolutions that may be set forth in a future requisition.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Mr. Trousdell and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Mr. Trousdell does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.
About Daren Trousdell
Daren Trousdell is a serial technology entrepreneur with over 20 years’ experience starting, growing and exiting great companies. He is the founder and former Chair of the Board and Chief Executive Officer of the Company. Mr. Trousdell also has extensive global M&A experience on both the buy- and sell-side, including deal origination, execution and integration, with many successful transactions ranging in value from $5 million to over $400 million. Mr. Trousdell also co-founded Clip Money Inc., a transformational fintech payments platform. Previously, Mr. Trousdell founded and sold Mindblossom, a leading digital media and technology agency, to Dentsu Aegis Network, and subsequently led North American client strategy and corporate development for the group.
SOURCE Daren Trousdell
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