Core Viewpoint - Charles & Colvard has declared the nomination of director candidates by Riverstyx Capital Management as invalid, citing non-compliance with the company's bylaws [1][4]. Summary by Sections Company Response - Charles & Colvard received a notice from Riverstyx on August 27, 2024, regarding the nomination of three candidates for the Board of Directors at the upcoming Annual Meeting [1]. - The company stated that the notice did not meet the requirements outlined in its 2011 Amended and Restated Bylaws, which are designed to ensure adequate information for evaluating candidates [2][3]. Bylaw Compliance - The notice lacked essential information, including: - Biographies and work histories of the candidates - Ownership stakes of the candidates and the nominating person, Ben Franklin, along with his affiliates - Consent from each candidate to serve as a director [3]. Board's Decision - After reviewing the notice and its deficiencies, the Board informed Mr. Franklin that the nominations would not be recognized, and any proxies or votes for these candidates would be disregarded [4]. - The Board expressed its commitment to acting in the best interests of all shareholders and invited Mr. Franklin to discuss his views on the company's business and strategy directly with them [5]. Future Actions - Charles & Colvard's Board will provide a recommendation to shareholders regarding the upcoming Annual Meeting and director elections in due course, and shareholders are not required to take any action at this time [6].
Charles & Colvard, Ltd. Comments on a Letter from Riverstyx Capital Management to Charles & Colvard Shareholders