Steel Partners Pleased by Court’s Decision to Grant Temporary Restraining Order Preventing the Unauthorized Use of Aerojet Rocketdyne’s Resources in Connection With 2022 Annual Meeting
NEW YORK–(BUSINESS WIRE)–Steel Partners Holdings L.P. (together with its affiliates, “Steel Partners” or “we”), which owns approximately 5.2% of the outstanding shares of Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) (“Aerojet Rocketdyne” or the “Company”) and has nominated seven highly qualified candidates for election to the Company’s Board of Directors (the “Board”) at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”), today provided an update pertaining to the legal proceeding initiated in the Delaware Court of Chancery (the “Court”) by four members of its slate – sitting Board members Warren G. Lichtenstein, James R. Henderson, Audrey A. McNiff and Martin Turchin – against Chief Executive Officer and Director Eileen Drake, Director Thomas Corcoran, Director Kevin Chilton and Director Lance Lord:
- The Court has granted a Temporary Restraining Order (“TRO”) prohibiting Ms. Drake, Mr. Corcoran, Mr. Chilton and Mr. Lord from using Aerojet Rocketdyne’s resources to advance their personal positions in a proxy contest while the Board is deadlocked over the identity of the Company’s slate of director candidates for the Annual Meeting.
- The Court’s order prohibits any Aerojet Rocketdyne employee, director, advisor or agent from issuing any public statement, press release or corporate disclosure in the name of the Company in support of any candidate standing for election at the Annual Meeting without prior written approval from the Board or a duly authorized committee of the Board.
- The Court’s order prohibits any Aerojet Rocketdyne employee, director, advisor or agent from taking action on behalf of the Company or using the Company’s resources to support the election efforts of any candidate standing for election at the Annual Meeting without prior written approval from the Board or a duly authorized committee of the Board.
In addition, Steel Partners issued the below letter to shareholders to provide clarity and context pertaining to recent events, including its decision to spend its own resources to nominate director candidates for election at the Annual Meeting.