The LLVC group of shareholders continues to work on a broad range of approaches to improve the board, management and the finances of Lumber Liquidators.
If you are an LL shareholder, please sign up to our newsletter to stay informed of this progress and to be prepared to vote for our future proposals.
The Shareholder Vote took place on May 22, 2019. Although we ultimately lost the vote, Proposal #4 passed by a very slim margin. A swing of less than 700k votes (2.5%) would have been enough to kill the proposal.
The Lumber Liquidators annual shareholder meeting is being held on May 22, 2019. As shareholders, this is your chance to ask questions to management and vent your frustration. But more than that, this is your opportunity to vote for change. The Lumber Liquidators Value Committee (LLVC) recommends that all shareholders vote against all management proposals. Vote no for everything.
- We must send a clear message that shareholders will no longer tolerate the the enrichment of management and the board while the stock price drops day after day.
- We must send a clear message that shareholders still control this company.
The current management team at Lumber Liquidators has very little ownership in the company. The CEO, Dennis Knowles, to our knowledge, has never actually purchased a single share in the company. All of his current Lumber Liquidators shares were given to him in the form of stock options and restricted shares as part of his “performance bonus”. He has accumulated over 200 000 shares in this fashion and his total compensation package is valued at over $2.3 million per year, as head of the company. And since he joined the company, it has lost over $100 million.
VOTE AGAINST MANAGEMENT’S PROPOSALS
Non Shareholder-Friendly Proposals
- In 2018, CEO Dennis Knowles received a 7.41% increase to his base salary for “merit.” Knowles also received equity grants valued at $1,250,000. His total compensation for the year was over $2.3 million. This hardly seems appropriate considering that Lumber Liquidators’ stock collapsed almost 70% in 2018 and the company lost over $54 million. For 2019, the company has doubled the Bonus payout rate for the lowest level of performance (threshold level), thereby further rewarding and incentivizing mediocre performance. Shareholders must vote AGAINST the executive compensation plan (Proposal 3) in order to stop extravagant salary increases.
- Furthermore, the Board of Directors wants to increase the number of shares of common stock authorized for issuance by 1,750,000 in order to grant still higher equity-based compensation awards. This proposal will dilute shareholder holdings by over 6%. Due to the low stock price, management has been issuing increasingly higher levels of stock-based compensation. . Shareholders must vote AGAINST the amended equity compensation plan (Proposal 4) in order to stop the dilution of their holdings.
How to Vote
As a Lumber Liquidators shareholder you have likely received a package in the mail containing proxy material. In this package you will also find your voting cards. You can go to www.ProxyVote.com and enter the “control number” located on these cards in order to cast your votes. Be sure to vote against all proposals and candidates.
Some online brokers also allow clients to vote online. This is the case with Fidelity and TDAmeritrade. Simply go to your account and look for the proxy voting instructions. Be sure to vote against all proposals and candidates.
If you cannot vote online and never received your voting cards in the mail, then you can call your broker and ask them to give you your control numbers for voting. This is quick and easy. Once you have these control numbers, simply got to go to www.ProxyVote.com and cast your vote against all proposals and candidates.
If you already voted for the proposals and want to change your vote, you can do that too. You simply go to www.ProxyVote.com and re-enter your control numbers and place your new vote.The system will update with your new voting instructions automatically.
Enough is Enough
Shareholders demand change, from the top down. LLVC intends to release a detailed operational plan designed to rapidly and cost effectively drive growth and increase margins at Lumber Liquidators. As part of this plan, we will insist that the Board of Directors conduct a strategic review to gauge interest for either a strategic or financial buyer to take over the company, should the premium be substantially beneficial to shareholders. LLVC has communicated with several large shareholders and received almost unanimous support for our strategy and anticipated proxy action. We will continue to communicate with large and small shareholders alike and feel confident that our message and strategy will resonate with all stakeholders who want to see this company survive and prosper.
As part of our anticipated proxy action we must also vote to remove and replace members of the board of directors. Lumber Liquidators must have a strong board which truly represents the interests of the shareholders. The company must use this board to guide a strong management team who will take an ownership stake in the company and align their interests with shareholders.