Grand Rapids, Michigan-based SpartanNash has filed definitive proxy materials with the Securities and Exchange Commission in connection with its upcoming annual meeting of shareholders scheduled for June 9. Shareholders of record as of the close of business on April 11 are entitled to vote at the meeting.
In conjunction with the filing of the definitive proxy statement, SpartanNash is mailing a letter to company shareholders.
Highlights from the letter include:
- SpartanNash’s transformation is delivering positive results and driving shareholder value.
- SpartanNash’s financial results show that the company’s transformation is underway and that its strategy is working. Over the past two years, the company has generated increased revenue and adjusted EBITDA, allocated capital to the business and to shareholders and de-levered its balance sheet. SpartanNash’s total shareholder return has been 251 percent since the board transitioned the management team in the summer of 2019 and 88 percent since September 2020 when Tony Sarsam was announced as CEO. The company has also significantly outperformed the S&P 500 over those same time periods.
- Board changes have already been made.
- The company appointed three new directors in February 2022 as part of a deliberate and thorough refreshment process that began in the summer of 2021. In connection with this refreshment, three current directors will not stand for reelection at the company’s 2022 annual meeting of shareholders.
- SpartanNash’s director nominees are superior to Macellum and Ancora’s candidates and are best suited to advance the company’s transformation.
- The board said it is “confident that the skillsets of the company’s nominees outmatch the investor group’s slate in every critical area,” according to a press release. “SpartanNash’s directors possess extensive public company board leadership and operating experience, as well as financial and industry expertise spanning food distribution, retail and consumer goods. The board also brings skills across strategy, business and culture transformation, supply chain and technology, and other areas relevant to SpartanNash’s business and reflective of shareholder input.”
- The Investor Group has only one playbook and a short-term focused, predetermined agenda.
- The Investor Group is attempting to apply the same “cookie-cutter approach” at SpartanNash that it has attempted to use at multiple apparel, discount and department store retailers, demonstrating a lack of understanding of the company’s different business model as a distribution and food retail company and a blatant disregard of how SpartanNash’s business operates, the letter states.
- Further, “the Investor Group’s attacks focus on prior performance under a different management team and are rooted in information more than four years old. Rather than offering any ideas or suggestions that would improve operations, the Investor Group shows a short-term focus on financial engineering that ignores the progress SpartanNash has made in its transformation and the financial performance the company has demonstrated over the last two years.”
- The board believes the Investor Group’s nominees would implement a short-term focused, predetermined agenda and distract the company from its current path. While SpartanNash remains open-minded and receptive to constructive ideas from any source, the board believes it is not in our shareholders’ best interest to allow the investor group’s recycled agenda into the company’s boardroom.
- SpartanNash has attempted to reach a constructive resolution with Macellum and avoid a costly proxy contest.
- SpartanNash has engaged with Macellum since November 2021 and attempted to reach a “constructive resolution that would avoid a costly proxy contest, which is not in the best interest of shareholders as it distracts the company’s board and management from its main focus. SpartanNash offered to appoint one of Macellum’s candidates with grocery retail and distribution experience despite the board and management team already having experience in these same areas.”
- In addition, the company proposed forming a transformation committee of the board to review aspects of the business, including strategic matters, which would have included Macellum’s director designee. “Macellum rejected this offer outright and refused to allow SpartanNash to interview any of its director nominees, further demonstrating that Macellum has had a self-serving, predetermined agenda all along and not a genuine desire to do what is best for all shareholders.”
SpartanNash’s definitive proxy materials and other materials regarding the board of directors’ recommendation for the 2022 Annual Meeting can be found at SpartanNashTransformation.com.
