Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) (“Aerojet Rocketdyne” or the “Company”) Executive Chairman Warren Lichtenstein, who collectively with his affiliates and the participants in his solicitation owns approximately 5.6% of the Company's outstanding shares, today sent the below letter to shareholders in connection with a special meeting of shareholders (the “Special Meeting”) scheduled to be held on June 30, 2022. Mr. Lichtenstein is seeking support on the GREEN Proxy Card to elect his recently refreshed slate of highly qualified candidates to the Company’s Board of Directors (the “Board”). Learn more about the slate and its plan for enhanced value creation by visiting www.SaveAerojet.com.
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Dear Fellow Shareholder,
Thank you for your investment in Aerojet Rocketdyne and your willingness to evaluate the refreshed slate of director candidates I have nominated for election at the June 30th Special Meeting.
I want you to know it remains my privilege to be aligned with you and champion your interests in the boardroom. Since making an initial investment in 2000 and joining the Board in 2008, I have focused on helping the Company transform into a technology-led aerospace and defense business that can grow with its customers and produce long-term value for its shareholders. I am proud that this focus has helped drive an approximately 7x increase in the Company’s market capitalization and more than 250% total shareholder returns. With that said, Aerojet Rocketdyne has to continue building on – not giving back or resting on – past results.
I also want to acknowledge at this time that it has been a very difficult and tumultuous period for the Company. When Lockheed Martin terminated its acquisition in February following more than a year of very public headwinds, we were not prepared with the comprehensive contingency plan sought by myself and a subset of the Board – resulting in disruptions for employees, customers and shareholders. When it came time for the current Board to nominate a slate for the 2022 Annual Meeting, we were unable to reach consensus – resulting in more disruptions. Additionally, my differences of opinion with Chief Executive Officer Eileen Drake led her to initiate a distracting internal investigation (that rejected claims of harassment and retaliation) and then compelled me to file litigation over her misuse of shareholders’ resources to pursue boardroom control. Although I always seek to do what is in your best interest, I know the status quo is unacceptable and that all of the Company’s stakeholders deserve better.
In the lead-up to the Special Meeting, it has very much been a tale of two stories. Ms. Drake and her allies contend everything has been fine at Aerojet Rocketdyne except for me. They have consistently deflected attention away from the operational and financial deterioration that has set in over the last 18 months by attacking me – an engaged Executive Chairman who has put his money where his mouth is with a more than $150 million stake and an irrefutable record of long-term value creation. They have maintained this posture even while Ms. Drake, who has never purchased a share of Aerojet Rocketdyne on the open market, has reportedly sought $48 million of shareholders’ money to leave. But rather than continue engaging in a tit-for-tat, I want to focus your attention on what actually matters today: since December 2020, a lack of contingency planning and poor operational oversight at Aerojet Rocketdyne has led to a nearly 80% decline in real free cash flow, numerous customer complaints, sustained employee attrition and several defense and space programs going from the black into the red. I would have fought harder from the boardroom to fix these issues had I not been effectively sidelined for most of the past 18 months by Ms. Drake’s investigation and her management team’s documented efforts to block my access. The fact that Ms. Drake’s faction will not assume any accountability for these issues speaks volumes about its lack of credibility and unfitness to lead.
By voting on the GREEN Proxy Card to elect my refreshed slate of director candidates at the upcoming Special Meeting, I am confident you can help usher in the better future we all want. Here is an overview of what my eight-member slate is offering:
Looking ahead, I urge all shareholders of Aerojet Rocketdyne to evaluate their voting decision based on these three prongs. The path to a more stable future and long-term value creation begins with a credible Board, a high-quality Chief Executive Officer and a viable strategy. That is exactly what my slate is offering. There is no need to roll the dice on Ms. Drake, who seems to be focused on a fire sale in this challenging market environment, when the Company has so much potential that can be realized in the coming quarters and years under Mr. Tucker and the right leadership.
Thank you for your consideration. My fellow nominees and I look forward to earning your support on the GREEN Proxy Card.
Sincerely,
Warren G. Lichtenstein
Executive Chairman
Aerojet Rocketdyne Holdings, Inc.
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SUMMARIZED BIOGRAPHIES FOR THE LICHTENSTEIN SLATE
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Forward-Looking Statements
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