ISS Rejects Engine Capital Control Slate

• ISS recognized that Engine had not provided a credible plan to run the Company
• ISS agrees that CEO succession should be led by the new Board and not Engine
• Dye & Durham's Board recommends a vote FOR all seven of the Company's nominees on the GOLD Proxy or GOLD VIF

TORONTO, Dec. 6, 2024 /CNW/ - Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX: DND) today announced that the independent proxy advisory firm Institutional Shareholder Services ("ISS") rejected Engine Capital LP's attempt to elect a control slate of six directors to Dye & Durham's board of directors (the "Board") at the Company's 2024 annual and special meeting of shareholders (the "Annual Meeting") scheduled for December 17, 2024. 

In its report*, ISS recommended that shareholders vote FOR Dye & Durham nominees Colleen Moorehead, Mark Ernst, David Oppenheimer, and Eric Shahinian. In addition:

ISS acknowledged that Engine's plan is inadequate:

"…[Engine] has not provided a sufficiently detailed operating plan (a bar that must typically be met in a control fight)."

ISS appeared to agree that the Board has the Company on the right track:

"…the issues at the company going forward do not rise to a level that a change in board control is immediately required."

ISS also agreed with Dye & Durham contention that CEO succession was a matter for the new Board, and should not be pre-determined:

"…the matter of CEO succession would be best handled by a reconfigured board."

ISS praised Dye & Durham's new nominees Mark Ernst and David Oppenheimer noting that:

"…[they] should provide fresh, independent perspectives, related industry experience, public company board experience, and capital allocation experience. They are the result of recent refreshment undertaken by the incumbent board. There are no evident concerns about the experience of these first-time nominees."

Colleen Moorehead, Chair of the Board commented on ISS' report:

"We are pleased that ISS recognized the weakness of Engine's purported plan and rejected its attempt to gain control of the Board. As shareholders know, our Board has been substantially refreshed with strong independence, shareholder representation, and best-in-class governance practices. Our nominees have the right skills and experience to provide effective oversight of our Company and have extensive experience in leadership succession to lead an orderly transition to a new world-class CEO."

"Engine's slate is poorly qualified and their proposed Chair and Interim CEO, Hans Gieskes, has dated, pre-internet era experience, a checkered work history, and has demonstrated a lack of professionalism that is disqualifying for a public company CEO. In addition, Arnaud Ajdler's personal attacks against the Board and management team and his aggressive pursuit of the Company's employees, render him unfit for the boardroom. It is imperative that all seven of our nominees are elected, and we strongly encourage shareholders to exercise their vote to support our plan to continue driving extraordinary growth."

Dye & Durham's Board unanimously recommends that shareholders vote FOR all the Company's nominees on the GOLD Proxy or GOLD VIF to protect and maximize shareholder value. Each of the Company's highly qualified director nominees contribute important skills, experience, and independent shareholder-focused perspectives to Board deliberations. To displace the Company's directors with Engine's poorly qualified slate would be potentially value destructive and would not be in the best interests of the business or its shareholders.

*Permission to use quotations from the ISS report was neither sought nor obtained.

Additional information is available in the Company's recently filed Letter to Shareholders, Management Information Circular, presentation, and press releases, which can be found on SEDAR+ under the Company's profile at www.sedarplus.ca and on the Dye & Durham's website.

Your vote is very important.

Vote FOR all Dye & Durham's nominees on the GOLD Proxy or GOLD VIF to protect and maximize shareholder value.

If you have any questions or need help voting your shares, please contact Carson Proxy, at Toll Free: 1-800-530-5189 Local and Text: 416-751-2066 or Email: [email protected].

Advisors

Dye & Durham has retained Goldman Sachs, as its strategic advisor, Goodmans LLP and Groia & Company as its legal advisors, Gagnier Communications LLC and Sovereign Advisory Inc. as its strategic communications advisors, and Carson Proxy as its proxy solicitor.

About Dye & Durham Limited

Dye & Durham Limited provides premier practice management solutions empowering legal professionals every day, delivers vital data insights to support critical corporate transactions and enables the essential payments infrastructure trusted by government and financial institutions. The company has operations in Canada, the United Kingdom, Ireland, Australia, and South Africa.

Additional information can be found at www.dyedurham.com.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects Dye & Durham's current expectations regarding future events. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements.

Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dye & Durham's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in Dye & Durham's most recent annual information form. Dye & Durham does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Dye & Durham Limited

FOR FURTHER INFORMATION, PLEASE CONTACT: Investor Relations: Huss Hirji, VP, Investor Relations, Dye & Durham Limited, Email: [email protected], Phone: 647-323-7193