NEW YORK, April 17, 2020 /PRNewswire/ -- OnDeck® (NYSE:
ONDK), the leader in online lending to small business, today
announced that its lead independent director sent an email
response, on behalf of the entire board, on April 13, 2020 to shareholder Voce Capital
Management, LLC, or Voce. The email, which is included below, was
in response to a request received from Voce on April 10, 2020 for OnDeck to take immediate
action to de-stagger the OnDeck Board of Directors, despite the
shareholder proxy proposal deadline having passed and the proxy
statement having been mailed to shareholders. In the email, Voce
was informed that the Company currently intends to include a
proposal to de-stagger the Board at the 2021 annual shareholder
meeting.
OnDeck values the input of all shareholders, including Voce,
with whom our Board and management team have actively engaged
numerous times over the past year and has taken several actions
aligned with the input of Voce and other shareholders. The company
was recently approved to participate as a direct lender in the
Paycheck Protection Program and is currently focused on navigating
this unprecedented environment to deliver value for all
shareholders.
We believe that the three OnDeck directors who are up for
election at the Annual Meeting, Noah
Breslow, Jane J. Thompson and
Ronald F. Verni, are highly
qualified directors who bring leadership and important expertise to
our Board and we recommend shareholders vote FOR all three
directors at the upcoming annual meeting.
The following is the full text of the email sent to Voce on
April 13, 2020:
Dear Dan,
On behalf of the entire Board, we also trust that you and your
family continue to be safe during these trying times.
We appreciate hearing your perspectives, as well as those of our
other shareholders, as we pursue our shared objective of enhancing
shareholder value. Management has viewed your prior
interactions as quite constructive and, in fact, over the past year
we have taken several actions that were aligned with your input,
including commencing a share buyback program and articulating long
term financial targets.
As we've discussed, our Board strongly believes in a corporate
governance model that is aligned with the best interests of our
shareholders, and regularly evaluates potential governance
improvements. As such, our Board met to consider your request that
we include a new proposal to de-stagger the Board at the upcoming
annual shareholder meeting scheduled for May
7th.
We are operating in the midst of a worldwide pandemic that has
raised significant and unprecedented challenges to small
businesses. This, in turn, necessitates substantial modifications
to our core business that require, and have received, the undivided
attention of the Board and management. Revising our proxy statement
at this time — nearly a month after our definitive proxy was filed
and just a few weeks before the shareholder meeting — would create
additional costs and would require redirecting the time and
resources of critical staff, neither of which would be beneficial
to our near term needs to manage through this crisis. It would also
would likely result in delaying our shareholder meeting, which we
do not believe is prudent in the current environment. We have
previously discussed and agree that there are benefits to
de-staggering the Board, and we currently intend to include a
proposal to that effect in our 2021 proxy statement.
For now, we must remain laser-focused on our core business —
providing much needed financing to small businesses — which we
believe is the best way to create value for our shareholders while
serving our community during this worldwide pandemic.
As noted in our 8-K filing of March
23, we are executing on a few critical near-term priorities
during this pandemic:
- Maintaining continuity of operations and ensuring the safety
and well-being of our staff;
- Serving our small business customers and taking actions to help
them manage through this unprecedented environment and mitigate
potential credit losses;
- Continuing to take actions to protect liquidity, manage credit
risks, and reduce costs
In addition, we plan to participate in and support government
stimulus programs for small businesses, most notably the Paycheck
Protection Program, through partnerships with SBA bank lenders as
well as direct lending if approved by the Small Business
Administration. These programs will be beneficial to OnDeck's
customers and the performance of our business during this critical
time for the economy, and the team is working around the clock to
stand these programs up. We will be providing updates on our
participation in this program, along with our operating results and
changes we have made in response to the pandemic, when we announce
first quarter results on April
30.
Given our substantial agreement on this and other perspectives
you've shared, and the challenging environment we all face over the
coming weeks and months, we are disappointed that you would
consider a public fight (as indicated in your prior email) at this
time. This would be unnecessarily distracting for the OnDeck team
and value destructive for our shareholders. We welcome a
continued constructive dialogue with you for the benefit of all
OnDeck shareholders.
Best regards,
/s/ Daniel S. Henson
Lead Independent Director
As previously announced, OnDeck will release its financial
results for the first quarter of 2020 on April 30, 2020. The company also previously
announced that due to ongoing concerns related to the coronavirus
or COVID-19, and to support the health and wellbeing of our
shareholders, the 2020 Annual Meeting of Shareholders on
May 7, 2020 will be held solely by
remote communication, in a virtual only format. As described in the
proxy materials previously distributed, shareholders of record as
of the close of business on March 9th,
2020 can attend the Annual Meeting at
www.meetingcenter.io/218473713 by entering the password ONDK2020.
Shareholders of record will need to provide the control number
found on their proxy card to be admitted to the meeting. If
you are a stockholder of record, your control number can be found
on your proxy card. Once admitted, you may submit
questions and vote during the Annual Meeting by following the
instructions that will be available on the meeting website.
If you were a beneficial owner of our common stock as of the
close of business on March 9, 2020
and you want to attend the Annual Meeting, you must register in
advance by submitting a legal proxy from your broker, bank, trustee
or other nominee reflecting your Company holdings along with your
name and email address to Computershare at
legalproxy@computershare.com or by mail to: Computershare, On Deck
Capital, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. Requests for
registration must be labeled as "Legal Proxy" and be received no
later than 5:00 p.m., Eastern Time,
on May 5, 2020.
About OnDeck
OnDeck (NYSE: ONDK) is the proven leader in transparent and
responsible online lending to small business. Founded in 2006,
the company pioneered the use of data analytics and digital
technology to make real-time lending decisions and deliver capital
rapidly to small businesses online. Today, OnDeck offers
a wide range of term loans and lines of credit customized for the
needs of small business owners. The company also offers
bank clients a comprehensive technology and services platform that
facilitates online lending to small business customers through ODX,
a wholly owned subsidiary. OnDeck has provided over $13 billion in loans to customers in 700
different industries across the United
States, Canada and
Australia. The company has an A+
rating with the Better Business Bureau and is rated 5 stars by
Trustpilot. For more information, visit www.ondeck.com.
Safe Harbor Statement
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other legal authority. Forward-looking statements can be identified
by words such as "will," "enables," "targets," "expects,"
"intends," "may," "allows," "plans," "continues," "believes,"
"anticipates," "estimates" or similar expressions. These include
statements regarding the impact of global economic, political,
market, health and social events or conditions, including the
impact of the COVID-19 outbreak, macro-economic and other external
factors. They are based only on our current beliefs, expectations
and assumptions regarding the future of our business, anticipated
events and trends, the economy and other future conditions. As
such, they are subject to inherent uncertainties, risks and changes
in circumstances that are difficult to predict and in many cases
outside our control. In particular, the consequences of the
COVID-19 outbreak to economic conditions and our industry in
general are changing rapidly and present material uncertainty with
respect to our financial position and operating results. Therefore,
you should not rely on any of these forward-looking statements. Our
expected results may not be achieved, and actual results may differ
materially from our expectations.
Important factors that could cause or contribute to such
differences include risks relating to: (1) our ability to maintain
continuity and productivity in our business operations given our
transition to a remote workforce; (2) changes in our loan
originations volume, collections activities and our customers'
ability to repay amounts borrowed under our term loan, line of
credit or equipment finance products; (3) disruption and volatility
in the global capital markets which increases the cost of capital
and adversely impacts our access to capital from committed
facilities and lenders, and our ability to maintain adequate
liquidity; (4) recent and future changes to our underwriting
standards and other operating policies and procedures and whether
those changes work as intended; (5) the impact of the COVID-19
outbreak on our business partners, vendors and other third parties
and their ability to perform under contractual or other
arrangements; (6) our ability to estimate future performance of our
businesses, particularly over the near- to medium-term due to
uncertainty surrounding COVID-19; (7) the ability of our customers
to perform, including in making timely payments, due to disruptions
in their supply chains; (8) changes in our growth strategies or
strategic initiatives, including our ability to pursue a bank
charter, introduce new products or features, expand our platform to
other lenders through ODX, expand into international markets and
engage in business development activities; (9) our ability and
willingness to make repurchases of our common stock under our
previously announced share repurchase program; (10) worsening
economic conditions that may result in decreased demand for our
loans or services and increase our customers' default rates; (11)
supply and demand driven changes in credit and increases in the
availability of capital for our competitors that negatively impacts
our loan pricing; (12) our ability to accurately assess
creditworthiness and forecast and reserve for loan losses given the
dynamic environment and our recent adoption of CECL; (13) the
effectiveness of our efforts to identify, manage and mitigate our
credit, market, liquidity, operational and other risks associated
with our business and strategic objectives; (14) our reputation and
possible adverse publicity about us or our industry, including
actions we have taken or may take in response to the COVID-19
outbreak; (15) changes in federal or state laws or regulations, or
judicial decisions, or other significant changes, including those
related to the COVID-19 outbreak; and other risks, including those
described in Part I - Item 1A. Risk Factors in our Annual Report on
From 10-K for the year ended December 31,
2019, and other documents that we file with the Securities
and Exchange Commission, or SEC, from time to time which are or
will be available on the SEC website at www.sec.gov.
Additional Information
In connection with the solicitation of proxies for OnDeck's 2020
annual meeting of shareholders, OnDeck has filed with the SEC a
definitive proxy statement and an accompanying proxy card.
SHAREHOLDERS OF ONDECK ARE STRONGLY URGED TO READ THE DEFINITIVE
PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO), AND
ACCOMPANYING PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION.
Shareholders may obtain the proxy statement, any amendments or
supplements to the proxy statement and other documents as and when
filed by OnDeck with the SEC without charge from the SEC's website
at www.sec.gov or OnDeck's Investor Relations website at
investors.ondeck.com.
Participants in the Solicitation
OnDeck, its directors and its executive officers may be deemed to
be participants in the solicitation of proxies of OnDeck's
shareholders in connection with the matters to be considered at its
2020 annual meeting of shareholders. Information regarding the
identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the
proxy statement and other materials filed with the SEC. These
documents can be obtained free of charge from the sources
indicated above.
OnDeck, the OnDeck logo, OnDeck Score, ODX and OnDeck
Marketplace are trademarks of On Deck Capital, Inc. or its
subsidiaries.
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SOURCE On Deck Capital, Inc.