2018 Annual Meeting of Shareholders
This year’s annual meeting is a particularly important one. As you may know, two activist hedge funds, Sidus Investment Management, LLC and BLR Partners LP (collectively, “Sidus”), are seeking to replace Louis Graziadio and Frank (“Ted”) Walsh, the two incumbent directors that are up for election this year, with their hand-picked director candidates.
Our Board has unanimously determined to recommend the incumbent directors, both of whom bring important expertise and are significant personal investors in the Company. You can protect the value of your investment by voting FOR Louis Graziadio and Frank (“Ted”) Walsh on the WHITE proxy card. Mr. Graziadio is leading the Company’s transformation and serves as Executive Chairman, and Mr. Walsh is a key member of the Board and Chairman of our Strategic Review Committee. Both directors bring important expertise and are significant personal investors in the Company.
We believe it would be a mistake to replace critical board members overseeing Acacia’s transformation and value creation with the Sidus hand-picked nominees who do not appear to understand our existing licensing business, the challenges we face or our new strategy. Despite their public criticism of our strategy, Sidus and its nominees have not proposed any specific plan for addressing the challenges facing our patent licensing business and creating shareholder value.
To avoid an expensive election contest, we have attempted to find middle ground with Sidus and BLR. We offered to add one of the Sidus / BLR nominees to our Board and to mutually agree upon a second new director. Sidus and BLR, however, have rejected this solution.
Nevertheless, we have pledged that if our two nominees are re-elected to the Board, we will offer to expand the Board and add Mr. Tobia, one of the Sidus / BLR nominees, to our Board. We believe this compromise is optimal: our critical, incumbent directors can continue to help the Company and create shareholder value and Sidus / BLR gain a representative on the Board.
We therefore encourage you to vote on the WHITE card FOR the election of Mr. Graziadio and Mr. Walsh.
Voting Recommendation of the Acacia Board
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ON THE WHITE PROXY CARD “FOR” EACH OF THE DIRECTOR NOMINEES IN THE COMPANY’S PROXY STATEMENT.
WE URGE YOU TO NOT RETURN ANY BLUE PROXY CARD SENT TO YOU BY SIDUS, EVEN AS A PROTEST VOTE.