Engine Capital Nominates Six Highly Qualified Candidates for Election to Dye & Durham’s Board of Directors at 2024 Annual Meeting
Believes Significant Boardroom Change is Warranted Following Years of Disappointing Shareholder Returns, Value-Destructive M&A, High Employee Turnover, Inappropriate Executive Compensation and Anti-Shareholder Actions
Upcoming
Annual Meeting
Provides Opportunity for Shareholders to Elect Leaders Who Will Hold Management Accountable, Close
“We have assembled a world-class slate of directors to fix
Engine’s director candidates were selected through an extensive global search for independent individuals with the optimal mix of experience and skillsets to address Dye & Durham’s current challenges and deliver on the Company's immense potential. Our slate possesses complementary expertise in software, legal technology, operations and capital allocation, and has hands-on experience leading transformational change in these areas.
In the coming weeks, we look forward to sharing a presentation that details our directors’ transition plan and go-forward strategy. If elected, our slate will recruit a world-class management team, focus on true organic growth, generate free cash flow, reduce leverage to 3x and restore trust with the Company’s customers, employees and shareholders. We are confident our directors will be able to narrow Dye & Durham’s valuation gap, enhance its competitive positioning and deliver significant value for shareholders.”
Engine’s director candidates are:
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Arnaud Ajdler , Founder of Engine and a representative of the nominating shareholder -
Hans T. Gieskes , a 21-year RELX executive and the former Chief Executive Officer of theLexisNexis Group andCision AB (formerly STO: CISI) -
Tracey E. Keates , the former Chief Financial Officer ofJonas Software , an operating group of (TSX: CSU)Constellation Software -
Ritu Khanna , the Vice President, Global Partnerships atShopify (TSX: SHOP; NYSE: SHOP) -
Anthony P. Kinnear , the former President, Legal Professionals atThomson Reuters (TSX: TRI; NYSE: TRI) -
Sid Singh , the Chief Executive Officer ofRectangle Health and a former executive atEquifax (NYSE: EFX) and (NYSE: GPN)Global Payments
ENGINE’S DIRECTOR CANDIDATE SUMMARIZED BIOGRAPHIES
Representative of the nominating shareholder and a seasoned public company director and investor
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Founder and Managing Partner of Engine, a ~7% shareholder of
Dye & Durham .
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Former Senior Managing Director and Partner at
Crescendo Partners .
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Served on the boards of numerous public companies, including
(NYSE: STC) (member of the Compensation Committee);Stewart Information Services Imvescor Restaurant Group (formerly TSX: IRG) (member of the Audit Committee); andHill International (formerly NYSE: HIL) (Chair of the Compensation Committee).
Veteran information services executive, chairman and director, as well as a mergers and acquisitions advisor, with 35 years of experience leading public and private companies
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Former President and Chief Executive Officer of the
LexisNexis Group , a leading global provider of legal research, information services and risk-management solutions, and 21-year RELX executive.
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Former Group President and Chief Executive Officer of
Cision AB (formerly STO: CISI), where he oversaw nine divestments and made significant improvements to the company’s debt levels, EBITDA and market capitalization.
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Former Chairman of
OneOcean Group Limited , a maritime software company.
Senior advisor with significant experience in the software industry, including as a finance executive at
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Former Chief Financial Officer of
Jonas Software , an operating group ofConstellation Software (TSX: CSU).
- Consultant to management teams regarding strategy, finance, growth management, and organizational and culture issues.
Senior go-to-market, revenue and product executive with experience leading technology businesses through significant revenue and market share changes
- Vice President, Global Partnerships at Shopify (TSX: SHOP; NYSE: SHOP), an e-commerce company where she previously held other senior leadership roles.
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Former Head, Payment Products and Engineering at
PayPal Canada .
Expert in legal technology with experience growing and operating global legal software companies, which would be complementary to Dye & Durham’s operations
- Chief Executive Officer of Legal Ready, a legal software company.
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Former Chief Executive Officer of
Azentio Software , a banking and insurance software company.
- Former President, Legal Professionals at Thomson Reuters (TSX: TRI; NYSE: TRI), a multi-national information conglomerate where he held several other leadership roles.
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Advisor to
AirTree Ventures , a venture capital firm.
Accomplished SaaS, data and analytics and technology executive with over two decades of experience in the financial technology industry
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Chief Executive Officer of
Rectangle Health , a health software company.
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Former President, US Information Solutions at Equifax (NYSE: EFX), a credit bureau, where he helped execute
$1.2 billion in strategic acquisitions and an extensive cloud technology migration.
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Former Group President, Integrated Solutions and Vertical Markets at
Global Payments (NYSE: GPN), a payment processing and software company.
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Served on the Board of Directors of Paya (formerly Nasdaq: PAYA) (member of the Audit Committee); VantageScore, a joint venture between Equifax, Experian and
Transunion ; and theConsumer Data Industry Association .
Information in Support of Public Broadcast Exemption under Canadian Law
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favour of Engine’s director nominees or in respect of any other matter to be acted upon at the Annual Meeting. In connection with the Annual Meeting, Engine intends to file a dissident information circular in due course in compliance with applicable corporate and securities laws. Notwithstanding the foregoing, Engine has voluntarily provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and has filed a document (the “Document”) containing disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of Engine’s director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Document is hereby incorporated by reference into this press release and is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is
None of Engine, any other “dissidents” within the meaning of the Ont. Reg. 62 of the Business Corporations Act (
The costs incurred in the preparation and mailing of any circular or proxy solicitation by Engine and any other participants named herein will be borne directly and indirectly by the
This press release and any solicitation made by Engine is, or will be, as applicable, made by such parties, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Engine who will not be specifically remunerated therefor. In addition, Engine may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf.
No member of the
Disclaimer for Forward-Looking Information
Statements contained herein that are not historical facts constitute “forward-looking statements” and “forward-looking information” (together, “forward-looking statements”) within the meaning of applicable securities laws that reflect Engine’s current expectations, assumptions, and estimates of future events, performance and economic conditions. Such forward-looking statements rely on the safe harbor provisions of applicable securities laws. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements and there can be no assurance that the Company’s securities will trade at the prices that may be implied herein, and there can be no assurance that any opinion or assumption herein is, or will be proven, correct. Words and phrases such as “anticipate,” “believe,” “create,” “drive,” “expect,” “forecast,” “future,” “growth,” “intend,” “hope,” “opportunity,” “plan,” “confident,” “restore,” “reduce,” “potential,” “proposal,” “unlock,” “upside,” “will,” “would,” and similar words and phrases are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements concerning: the anticipated financial and operating performance of
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