ISS Strongly Validates Wynnefield Group's Case
for Change by Recommending Stockholders Vote For General (Ret.)
Gene Renuart and Robert Straus in Order To Provide Urgently
Needed Independent Oversight on TechPrecision's Board
ISS Says "the Need for Board Change Is
Self-Evident" and that Nominees General (Ret.) Renuart and Straus
are "Well Positioned to Drive the Necessary Changes"
ISS is Highly Critical of the Board's "Trust
Us" Approach in Opaque Roll Out of the Failed Votaw Transaction
that Resulted in Significant Dilution to Stockholders
NEW
YORK, Dec. 9, 2024 /PRNewswire/ -- Wynnefield
Partners Small Cap Value, L.P. I and its affiliates ("Wynnefield"),
and Robert D. Straus (together, with Wynnefield, the
"Wynnefield Group"), who collectively own more shares of
TechPrecision Corporation (the "Company" and/or "TechPrecision")
(NASDAQ: TPCS) than any other common stockholder, collectively
owning approximately 7% of the Company's outstanding stock,
announced today that the leading independent proxy advisory firm
Institutional Shareholder Services Inc. ("ISS") has recommended
that TechPrecision stockholders vote FOR the election of
Wynnefield's nominees, General (Ret.) Gene
Renuart and Robert Straus, to
the Company's Board of Directors (the "Board") at the Annual
Meeting of Stockholders (the "Annual Meeting"), scheduled virtually
for December 19, 2024.
ISS's report affirms Wynnefield Group's case for change at
TechPrecision and advises stockholders to vote for BOTH Wynnefield
Group nominees, stating:1
- "As the dissident has made a compelling case for change at
the board level, and its nominees seem well positioned to drive the
necessary changes, shareholders are recommended to vote FOR
dissident nominees Straus and Renuart; WITHHOLD votes are
warranted for targeted incumbents McGowan and Crisafulli."
- "…the addition of a direct representative of an outside
shareholder seems logical. The addition of dissident nominee Straus
should help address the company's disclosure issues, while his
public board experience and financial acumen should also prove
useful in vetting any future transactions."
- "Renuart's military background would seem clearly useful to
a defense contractor, while his tenure on the board of an
acquisitive company such as Griffon would also seem highly
relevant."
ISS recommended stockholders vote WITHHOLD on 4 out of 6
Company nominees:
- "…we note that as chairman of the board and chairman of the
audit committee, respectively, McGowan and Crisafulli arguably bear
the most responsibility for the issues that have impacted TPCS in
recent years."
ISS also held incumbent Directors Levy and Schenker accountable
by recommending stockholders vote WITHHOLD on their election
too.
ISS criticized TechPrecision's operational and share price
underperformance, stating:
- "TPCS' TSR and operational performance since the covid
pandemic had been uninspiring through most of FY 2023, with
steadily declining EBITDA, despite revenue growth (mostly
inorganic). As a result of the collapse in the share price late
last year, the company has meaningfully underperformed its peers
and the broader market over all measurement periods used in this
analysis. This collapse, spurred by the announcement of a
transformative acquisition which the company was eventually forced
to abandon due to lack of financing, also highlighted a series of
problems that raised lingering frustrations among the shareholder
base."
ISS was also highly critical of the Board's handling of the
failed Votaw transaction and rejected the Board's misguided
criticism of one of its largest stockholders for rightfully calling
the Board out, stating:
- "The board's view does not seem substantiated by the
facts."
- "Although the company's last major acquisition, that of
Stadco in 2021, had generated persistent operating losses and
integration concerns, the board chose to pursue Votaw without
providing shareholders meaningful information regarding the
rationale for such a sizable acquisition or its possible financing
implications - much less a vote on the transaction. The notion that
the company lacked sufficient faith among its investors to adopt a
"trust us" approach to such a major transaction seems lost on the
board, which has largely blamed the dissident's public comments for
the subsequent decline in its stock price, rather than
acknowledging it as a self-inflicted wound."
- "The company's lack of transparency regarding the Votaw
transaction and the associated financing seem consistent with its
overall approach to shareholder communications, as investors have
frequently expressed frustration with the lack of disclosure made
available by the board."
Mr. Straus stated, "We are pleased that ISS recognized the
strong case for change we have presented. If stockholders elect our
nominees, we are ready and prepared to work constructively with
management and the elected board to focus on steps to maximize
stockholder value."
Wynnefield encourages stockholders to review its presentation,
proxy materials and letter to stockholders, all of which are
available at www.RebuildTPCScredibility.com. Stockholders can
support real change at TechPrecision by voting on the BLUE
universal proxy card or voting instruction form FOR the
election of General (Ret.) Gene
Renuart and Robert
Straus.
Your vote is important, no matter how many shares of Common
Stock you own. We urge you to sign, date, and return the BLUE
universal proxy card or voting instruction form today to vote FOR
the election of the Wynnefield Group Nominees and in accordance
with the Wynnefield Group's recommendations on the other proposals
on the agenda for the 2024 Annual Meeting.
If you have any questions, require assistance in voting your
BLUE universal proxy card or voting instruction form,
or need additional copies of Wynnefield Group's proxy materials,
please contact Saratoga Proxy Consulting at (212) 357-1311, (888)
368-0379 or by email at info@saratogaproxy.com.
1. Permission to use ISS
quotations was neither sought nor obtained
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content:https://www.prnewswire.com/news-releases/leading-proxy-advisory-firm-iss-recommends-techprecision-stockholders-vote-for-both-of-wynnefield-groups-director-nominees-302326104.html
SOURCE Wynnefield Group