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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/24/15 Mustang Capital Management, LLC DFAN14A 4/24/15 1:26K Furmanite Corp Schulte Roth & Z… LLP/FA |
Document/Exhibit Description Pages Size 1: DFAN14A Furmanite Corporation HTML 15K
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant þ
Check the appropriate box:
¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
þ | Definitive Additional Materials |
¨ | Soliciting Material Under Rule 14a-12 |
Furmanite Corporation
(Name of Registrant as Specified In Its Charter)
Mustang Capital Management, LLC
Jeffery G. Davis
David E. Fanta
Peter O. Haeg
John K. H. Linnartz
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
þ | No fee required. |
¨ | Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
1) | Title of each class of securities to which transaction applies: | |
2) | Aggregate number of securities to which transaction applies: | |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act | |
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
4) | Proposed maximum aggregate value of transaction: | |
5) | Total fee paid: | |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the |
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Mustang Capital comments
on the Furmanite Board's
last-minute announcement that it is postponing the
Annual Meeting
The Board is seeking to manipulate the electoral process
This continues the Board’s pattern of outrageous and shameful corporate governance practices
Wilmington, DE – April 24, 2015
Mustang Capital believes that the Furmanite (FRM) Board’s announced postponement of its Annual Meeting continues its pattern of outrageous and shameful corporate governance behavior. With more than a majority of the outstanding shares present on Mustang’s WHITE proxy card, the Furmanite Board is frustrating the electoral process and denying stockholders their right to elect a Board of Directors at the long-scheduled meeting.
John Linnartz, Managing Member of Mustang Capital, said, “We believe the record is clear that the best interests of Furmanite have not been, and are still not, a priority of the current Board. Their announcement to postpone the meeting, in the eleventh hour, reflects a desperate act by an entrenched Board. We will examine and consider all options to protect the rights of Furmanite's stockholders, including legal action.”
MUSTANG CAPITAL MANAGEMENT LLC ("MUSTANG CAPITAL"), JEFFERY
G. DAVIS, DAVID E. FANTA, PETER O. HAEG AND JOHN K. H. LINNARTZ (COLLECTIVELY, THE "NOMINEES" AND TOGETHER WITH MUSTANG
CAPITAL, THE "PARTICIPANTS") FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON MARCH 23, 2015
A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS' SOLICITATION OF
PROXIES FROM THE STOCKHOLDERS OF FURMANITE CORPORATION (THE "COMPANY") FOR USE AT THE COMPANY'S 2015 ANNUAL MEETING OF
STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT
AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION
RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING WHITE PROXY CARD HAVE BEEN FURNISHED TO SOME OR
ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV/. IN ADDITION, MORROW & CO., LLC, MUSTANG CAPITAL'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE
PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING
(203)-658-9400 OR TOLL-FREE AT (800)-662-5200.
This ‘DFAN14A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 4/24/15 | 8-K, DEFA14A | ||
3/23/15 | DEFA14A, DEFN14A, DFAN14A | |||
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