The Company strongly disagrees with the recommendations to withhold votes from Linda Beidler-D’Aguilar,
Linda Beidler-D’Aguilar
The ISS and Glass Lewis recommendations against the re-election of Ms. Beidler-D’Aguilar are due to her attendance at less than 75% of the aggregate number of (a) the total number of meetings of the Board and (b) the total number of meetings of all committees of the Board on which she served (collectively, the “Aggregate Meetings”) held during 2023. Despite not meeting the 75% threshold, Ms. Beidler-D’Aguilar attended 69% of the Aggregate Meetings. Importantly, one of the meetings that she missed was convened on only two days’ notice, and she already had a previous commitment that could not be changed. Had she been able to attend that one meeting, she would have attended over 75% of the Aggregate Meetings held during 2023. Further, shareholders should know that Ms. Beidler-D’Aguilar has attended 87% of the Aggregate Meetings held from
Ms. Beidler-D’Aguilar has made a commitment to the Company to attend at least 75% of the Aggregated Meetings during 2024 and each following year. As evidence of that commitment, Ms. Beidler-D’Aguilar has attended 100% of the Aggregate Meetings held to date during 2024.
The Board believes that it is important that Ms. Beidler-D’Aguilar be re-elected because of her more than 35 years of experience as an attorney; her legal, business and financial knowledge acquired during that period; and her knowledge of, and business contacts in, the
Additionally, the Board believes that Ms. Beidler-D’Aguilar adds diversity of thought and experience to the Board. She also brings gender diversity to the Board, being the only director on the Board to identify as a female. This is particularly important in light of Nasdaq’s diversity rule, which requires Nasdaq-listed companies, such as the Company, to disclose information about board diversity statistics and either include women and minority directors on their boards or disclose why they do not. The Board believes that the failure to re-elect Ms. Beidler-D’Aguilar will diminish the capability and effectiveness of the Board and negatively impact the Board’s progress with respect to diversity and inclusion efforts.
The Glass Lewis recommendation against
The Company believes that it is precisely because of, and not in spite of, the average director’s tenure being 24 years, that the Company has been able to thrive these past several years where companies have faced unprecedented challenges on a global scale. Throughout this time, the Board and the Company’s executive management collaborated closely to ensure the Company met its commitments to a broad range of stakeholders, including employees, customers, the communities in which the Company operates, suppliers, and of course the Company’s shareholders. Amidst the challenges, the past fiscal year offered another year for quality financial performance, and the Company delivered positive results for its shareholders, including returning approximately
Further, the Company and the NCG believe that the directors represent a wide range of backgrounds and expertise, with one director identifying as female and three directors identifying as “two or more races or ethnicities” under The NASDAQ Stock Market’s diversity rules. This means that over 50% of the non-executive members of the Board identify as a female or other minority. The Company and the NCG believe that the diversity of backgrounds, experiences, perspectives, and skills of the directors contributes to the Board’s effectiveness in managing risk and providing guidance that positions the Company for long-term success. Further, of the eight directors, seven are independent, including the Chairman of the Board, and the sole executive director is
The Company, the Board and the NCG are very satisfied with the composition of the Board and would be hesitant to make a change solely based upon age, tenure or diversity consideration.
The Board believes that it is important that
The ISS recommendation against
The Board believes that it is important that
We urge stockholders to follow the Board’s recommendation and vote “FOR” all the proposals in the proxy statement, including the re-election of Ms. Beidler-D’Aguilar,
Your vote is important, please vote your shares today.
- By Internet: Go to www.proxyvote.com and follow the instructions (have your proxy card available).
- By Telephone: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available).
- By Mail: If shareholders have received a proxy card, shareholders should mark their vote, sign their name exactly as it appears on the proxy card, date the card and return it in the envelope provided.
About
The Company also manufactures and services a wide range of products and provides design, engineering, management, operating and other services applicable to commercial and municipal water production, supply and treatment, and industrial water and wastewater treatment. For more information, visit cwco.com.
Cautionary Note Regarding Forward-Looking Statements
This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “intend”, “expect”, “should”, “will” or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to (i) continued acceptance of the Company’s products and services in the marketplace; (ii) changes in its relationships with the governments of the jurisdictions in which it operates; (iii) the outcome of its negotiations with the Cayman government regarding a new retail license agreement; (iv) the collection of its delinquent accounts receivable in The
Important Shareholder Information
The Company filed the Proxy Statement and a proxy card on April 18, 2024 with the SEC in connection with its solicitation of proxies for the 2024 Annual General Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING PROXY CARD, AND ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, and other documents, as and when they become available, without charge from the SEC’s website at www.sec.gov.
Participant Information
The Company, its directors, director nominees, certain of its officers, and other employees are or will be “participants” (as defined in Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the 2024 Annual General Meeting of Shareholders. The identity, their direct or indirect interests (by security holdings or otherwise), and other information relating to the participants is available in the Proxy Statement filed with the SEC on April 18, 2024, in the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters” (beginning on page 17). To the extent the holdings by the “participants” in the solicitation reported in the Proxy Statement have changed, such changes have been or will be reflected on “Statements of Change in Ownership” on Forms 3, 4 or 5 filed with the SEC (where applicable). All these documents are or will be available free of charge at the SEC’s website at www.sec.gov.
Company Contact:
Executive Vice President and CFO
Tel (954) 509-8200
Email Contact
Investor Relations Contact:
CMA Investor Relations
Tel (949) 432-7566
Email Contact
Media Contact:
CMA Media Relations
Tel (949) 432-7572
Email Contact
Source:
2024 GlobeNewswire, Inc., source