Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
2023年6月17日 - 5:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
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 |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
CANO HEALTH, INC.
|
(Name of Registrant as Specified In Its Charter)
|
|
ITC RUMBA, LLC
EGGE, LLC
EG ADVISORS, LLC
JAWS EQUITY OWNER 146, LLC
ELLIOT COOPERSTONE
LEWIS GOLD
BARRY S. STERNLICHT
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Elliot Cooperstone, Lewis
Gold and Barry S. Sternlicht, together with the other participants named herein (collectively, the “Former Directors Group”),
had filed a definitive proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (“SEC”)
which were used to solicit votes to WITHHOLD with respect to the election of certain directors, Dr. Alan Muney and Ms. Kim M. Rivera,
of Cano Health, Inc., a Delaware corporation (the “Company”), at the Company’s 2023 annual meeting of stockholders (the
“Annual Meeting”).
On June 16, 2023, the Former
Directors Group issued the following press release:
Concerned Shareholders
of Cano Health Obtain Clear Referendum for Change at 2023 Annual Meeting
Clarifies Cano’s
Disingenuous Post-Meeting Press Release by Disclosing That More Than 75% of the Votes Cast WITHHELD Support for the Directors Standing
for Re-Election
Condemns the Current
Board’s Unwillingness to Accept That a Critical Mass of Stockholders Have Made Clear They Want New Leadership After an Extended
Period of Abysmal Governance and Massive Value Destruction
Will Continue Pursuing
Change at Cano Until the Company Rids Itself of CEO Marlow Hernandez, Chairman Sol Trujillo and Other Conflicted Directors
NEW
YORK & MIAMI—(BUSINESS WIRE)—Elliot Cooperstone, Lewis Gold and
Barry Sternlicht (collectively with certain of their affiliates, the “Group” or “we”), who recently resigned
as members of the Board of Directors (the “Board”) of Cano Health, Inc. (“Cano” or the “Company”)
(NYSE: CANO) and collectively represent the largest single stockholder of the Company, today announced that its proxy solicitor’s
analysis of preliminary results indicates more than 75% of the votes cast WITHHELD support for the director candidates
standing for election at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”): Compensation Committee Chair Dr.
Alan Muney and Nominating and Corporate Governance Committee Chair Kim Rivera.
The Group commented:
“We thank our fellow stockholders for the
outpouring of encouragement and support during this initial stage of our campaign to turn around Cano. The outcome of the Annual Meeting,
whereat more than 75% of the votes cast WITHHELD support for the directors up for re-election, represents a clear and striking
referendum on the failures of Cano’s leadership. Unfortunately, the only party in denial about the need for sweeping changes appears
to be the current Board. It speaks volumes about the Board’s arrogance and intransigence that it issued a post-meeting press release
touting the re-election of directors who retained their seats solely due to the Company’s reliance on an archaic plurality voting
policy – one that allows directors to be re-elected with a single vote for their election. Regardless of the Board’s apparent
disdain for stockholders’ feedback, we will continue to pursue change through all available means until Dr. Marlow Hernandez, Sol
Trujillo and other misaligned directors are no longer affiliated with the Company.”
***
Contacts
Investors:
HKL
& Co., LLC
Peter
Harkins, Jr. / Jordan Kovler
Toll-Free:
(800) 326-5997
CANO@hklco.com
Media:
Longacre
Square Partners
Greg
Marose / Charlotte Kiaie, (646) 277-8813
gmarose@longacresquare.com
/ ckiaie@longacresquare.com
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