-Independent proxy advisors published their recommendations for the voting at Grammer AGM
-ISS, Glass Lewis and IVOX recommend institutional shareholders to vote in favour of Grammer Management and to vote against the proposals of Cascade International Investment GmbH
-Proxy Advisors criticize lack of evidence on Cascade’s proposals
-German shareholder representatives SDK and DSW support the AGM proposals of Supervisory and Management Board
Amberg, May 8, 2017 - Grammer AG today announced that three leading independent proxy advisors, ISS, Glass Lewis & Co. and IVOX, have recommended Grammer shareholders to vote “FOR” the management proposals and unanimously oppose all of the Cascade shareholder proposals by voting “AGAINST” those at the Annual General Meeting on May 24, 2017.
ISS and Glass Lewis are leading independent global governance advisors to institutional investors, while IVOX, owned by Glass Lewis, services clients of the German Investment Funds Association BVI.
All three proxy advisors made their recommendations in detailed reports after carefully reviewing the shareholder proposals made by Cascade International Investment GmbH and the arguments made by the Management and Supervisory Board of Grammer AG in their joint statement published in the ‘Addition to the Agenda of the AGM’. In recommending that their clients vote ‘AGAINST’ all proposal made by Cascade, all three firms point out
• the insufficient justification for the proposals by Cascade;
• the lack of evidence suggesting that incumbent board members have not adequately represented shareholder interests;
• no clear path forward detailed by Cascade.
Accordingly, Glass Lewis, ISS, and IVOX recommend that shareholders oppose all of the shareholder proposals submitted by Cascade and vote:
• AGAINST the removal of Supervisory Board members;
• AGAINST the election of candidates Detlef Niefindt, Christian Becker and Almir Jazvin to the Supervisory Board;
• AGAINST the withdrawal of confidence from Management Board members;
• AGAINST claims for damages against Management and Supervisory Board in connection with the issuance of a Mandatory Convertible Bond.
ISS summarized in its report, “The proponent has failed to provide a convincing rationale for its proposals to remove supervisory board members, elect three nominees to the supervisory board, and cast a vote of no confidence in the members of the management board. […] Therefore, in the absence of detailed information on the proponent's request, the proposals in Items 6-8 do not merit shareholder support,” and continues regarding item 9 “because the proponent has failed to provide a convincing rationale for this proposal, and has not provided detailed information on the subject matter and identity of the special auditor, this item does not merit shareholder support.”
Similarly, Glass Lewis stated in its report, "Lacking clear reasoning why the proposed candidates would better serve shareholder interests on the supervisory board, we find no reason to recommend that shareholders support this proposal at this time."
"We are pleased that ISS, Glass Lewis and IVOX are recommending that shareholders support Grammer by voting 'FOR' the management resolutions and ‘AGAINST’ Cascade’s proposals at our AGM, as it is consistent with the unanimous recommendation of our Management and Supervisory Boards," said Dr.-Ing. Klaus Probst, Chairman of the Supervisory Board of Grammer AG. “The analysis and unanimous recommendations of the proxy advisors validate our belief that Grammer’s best path forward lies with the current management team and our incumbent Supervisory Board”, added Dr.-Ing. Klaus Probst.
The German-based retail shareholder organisations Schutzgemeinschaft der Kleinaktionäre (SDK) and Deutsche Schutzvereinigung für Wertpapierbesitz (DSW) also announced their support for the Management Board and opposed the proposals by Cascade.
Shareholders who cannot attend the AGM are encouraged to vote by submitting their instructions prior to the May 23, 2017 proxy vote deadline. Grammer welcomes any shareholder to attend the meeting on the day. To attend, they should request their attendance card by May 17, 2017.
Further information can be found on the website of Grammer AG under the following link: https://www.grammer.com/en/investor-relations/hauptversammlung/2017.html Shareholders who have questions or require assistance should contact the Grammer AGM shareholder hotline under +49 (0)9621 – 66 2100.
Located in Amberg, Germany, Grammer AG specializes in the development and production of components and systems for automotive interiors as well as suspension driver and passenger seats for onroad and offroad vehicles.
In the Automotive Division, we supply headrests, armrests, center console systems and high-quality interior components and operating systems to premium automakers and automotive system suppliers. The Commercial Vehicles Division comprises seats for the truck and offroad seat segments (tractors, construction machinery, forklifts) as well as train and bus seats.
With over 12,000 employees, Grammer operates in 19 countries around the world. Grammer shares are listed in the SDAX and traded on the Frankfurt and Munich stock exchanges via the electronic trading system Xetra.