Paragon Consent Revocation Statement
Paragon Technologies (OTC PINK:PGNT) is facing a consent solicitation from former CEO and Chairman Hesham M. Gad, who seeks to remove four current board directors and replace them with his handpicked nominees. The Nominating and Corporate Governance Committee strongly opposes this action, citing Gad's alleged misconduct including working illegally in the US without a valid visa and potential violations of fiduciary duties.
The company urges stockholders to reject Gad's white consent card and instead submit the blue consent revocation card. The current board is implementing a strategic plan focusing on: rebuilding SI Systems infrastructure, expanding SED International Holdings beyond Colombia, liquidating underperforming Ohana Home Services condominiums and investment portfolio, and identifying accretive acquisition targets to reduce dependence on SED International de Colombia.
The Record Date for stockholder consent is expected to be May 19, 2025.Paragon Technologies (OTC PINK:PGNT) sta affrontando una richiesta di consenso da parte dell'ex CEO e Presidente Hesham M. Gad, che mira a rimuovere quattro attuali membri del consiglio di amministrazione per sostituirli con i suoi candidati di fiducia. Il Comitato per la Nomina e la Corporate Governance si oppone fermamente a questa iniziativa, citando presunti comportamenti scorretti di Gad, inclusi il lavoro illegale negli Stati Uniti senza un visto valido e possibili violazioni dei doveri fiduciari.
L'azienda invita gli azionisti a respingere la scheda di consenso bianca di Gad e a presentare invece la scheda di revoca del consenso blu. L'attuale consiglio sta attuando un piano strategico che si concentra su: la ricostruzione dell'infrastruttura di SI Systems, l'espansione di SED International Holdings oltre la Colombia, la liquidazione dei condomini e del portafoglio investimenti di Ohana Home Services con scarse performance, e l'individuazione di obiettivi di acquisizioni redditizie per ridurre la dipendenza da SED International de Colombia.
La data di registrazione per il consenso degli azionisti è prevista per il 19 maggio 2025.
Paragon Technologies (OTC PINK:PGNT) enfrenta una solicitud de consentimiento por parte del ex CEO y Presidente Hesham M. Gad, quien busca destituir a cuatro directores actuales de la junta y reemplazarlos con sus nominados de confianza. El Comité de Nombramientos y Gobierno Corporativo se opone firmemente a esta acción, citando presuntas malas conductas de Gad, incluyendo trabajo ilegal en EE.UU. sin una visa válida y posibles violaciones de deberes fiduciarios.
La empresa insta a los accionistas a rechazar la tarjeta de consentimiento blanca de Gad y en su lugar presentar la tarjeta azul de revocación de consentimiento. La junta actual está implementando un plan estratégico centrado en: reconstruir la infraestructura de SI Systems, expandir SED International Holdings más allá de Colombia, liquidar los condominios y la cartera de inversiones de bajo rendimiento de Ohana Home Services, y identificar objetivos de adquisición que aporten valor para reducir la dependencia de SED International de Colombia.
La fecha de registro para el consentimiento de los accionistas se espera para el 19 de mayo de 2025.
Paragon Technologies(OTC PINK:PGNT)는 전 CEO 겸 회장인 Hesham M. Gad로부터 동의 요청을 받고 있으며, 그는 현 이사회 임원 4명을 해임하고 자신이 선정한 후보들로 교체하려 하고 있습니다. 지명 및 기업 거버넌스 위원회는 Gad의 의심되는 부정행위—미국에서 유효한 비자 없이 불법 근무한 점과 신의성실 의무 위반 가능성 등을 이유로 이 행동에 강력히 반대하고 있습니다.
회사는 주주들에게 Gad의 흰색 동의 카드를 거부하고 대신 파란색 동의 철회 카드를 제출할 것을 촉구합니다. 현 이사회는 SI Systems 인프라 재건, SED International Holdings의 콜롬비아 외 확장, 성과가 저조한 Ohana Home Services 콘도미니엄 및 투자 포트폴리오 청산, 그리고 SED International de Colombia에 대한 의존도를 줄이기 위한 수익성 있는 인수 대상 발굴에 중점을 둔 전략 계획을 실행 중입니다.
주주 동의 기준일은 2025년 5월 19일로 예정되어 있습니다.
Paragon Technologies (OTC PINK:PGNT) fait face à une sollicitation de consentement de la part de l'ancien PDG et président Hesham M. Gad, qui cherche à retirer quatre administrateurs actuels du conseil et à les remplacer par ses candidats choisis. Le Comité de nomination et de gouvernance d'entreprise s'oppose fermement à cette démarche, invoquant les allégations de mauvaise conduite de Gad, notamment le travail illégal aux États-Unis sans visa valide et des violations potentielles des devoirs fiduciaires.
La société encourage les actionnaires à rejeter la carte de consentement blanche de Gad et à soumettre plutôt la carte de révocation de consentement bleue. Le conseil actuel met en œuvre un plan stratégique axé sur : la reconstruction de l'infrastructure de SI Systems, l'expansion de SED International Holdings au-delà de la Colombie, la liquidation des condominiums et du portefeuille d'investissements peu performants d'Ohana Home Services, ainsi que l'identification de cibles d'acquisition rentables pour réduire la dépendance à SED International de Colombie.
La date d'enregistrement pour le consentement des actionnaires est prévue pour le 19 mai 2025.
Paragon Technologies (OTC PINK:PGNT) sieht sich einer Zustimmungseinholung durch den ehemaligen CEO und Vorsitzenden Hesham M. Gad gegenüber, der vier aktuelle Vorstandsmitglieder entfernen und durch seine eigenen Kandidaten ersetzen möchte. Der Ausschuss für Nominierung und Corporate Governance lehnt diese Maßnahme entschieden ab und verweist auf Gads mutmaßliches Fehlverhalten, darunter illegale Arbeit in den USA ohne gültiges Visum und mögliche Verstöße gegen Treuepflichten.
Das Unternehmen fordert die Aktionäre auf, Gad's weiße Zustimmungskarte abzulehnen und stattdessen die blaue Widerrufskarte einzureichen. Der aktuelle Vorstand setzt einen strategischen Plan um, der sich auf den Wiederaufbau der SI Systems-Infrastruktur, die Expansion von SED International Holdings über Kolumbien hinaus, die Liquidation von unterdurchschnittlichen Ohana Home Services Eigentumswohnungen und Investitionsportfolios sowie die Identifikation ertragssteigernder Übernahmeziele zur Verringerung der Abhängigkeit von SED International de Colombia konzentriert.
Das Stichtag für die Aktionärszustimmung wird voraussichtlich der 19. Mai 2025 sein.
- New strategic plan in place to improve operations and financial performance
- Focus on rebuilding SI Systems infrastructure and expanding product offerings
- Plans to expand SED International Holdings beyond Colombia
- Initiative to liquidate underperforming assets to improve returns
- Corporate governance dispute could create business uncertainty
- Risk of leadership disruption if consent solicitation succeeds
- Current dependence on SED International de Colombia with low margins and currency risk
- Underperforming investment portfolio despite strong market conditions
EASTON, PA / ACCESS Newswire / May 5, 2025 / Paragon Technologies, Inc. (OTC PINK:PGNT)
Dear Stockholder:
On April 29, 2025, Hesham M. Gad commenced a consent solicitation to remove all the current directors of Paragon other than himself and replace them with his handpicked nominees. Specifically, he is seeking stockholders' consent to repeal any recently adopted provisions of Paragon's Bylaws; amend the Bylaws to provide that any vacancies on the Board resulting from the removal of directors shall be filled exclusively by the stockholders; remove four of the current directors on the Board; and replace these directors with four individuals handpicked by Mr. Gad. As a result, you may have received, or may receive in the future, consent solicitation materials from Mr. Gad seeking your written consent to remove our current Board members and replace them with Mr. Gad's candidates to the Board. In short, Mr. Gad seeks to gain control of the Company through his consent solicitation, even though neither Mr. Gad nor his director candidates have specified any concrete path to build the value of your investment in the Company.
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OPPOSES THE GAD CONSENT SOLICITATION. IT URGES YOU NOT TO SIGN ANY WHITE CONSENT CARD SENT TO YOU BY MR. GAD, BUT, INSTEAD TO SIGN AND RETURN THE BLUE CONSENT REVOCATION CARD INCLUDED WITH THESE MATERIALS.
As you know, Mr. Gad previously was the Company's CEO and Chairman of the Board. He is now in the process of soliciting your written consents to attempt to regain control of the Company, from which he was removed as CEO and Chairman of the Board and terminated from his remaining positions with the Company and its subsidiaries.
The Company's Nominating and Corporate Governance Committee, composed solely of independent directors, believes that Mr. Gad exhibited an alarming pattern of deceit and misuse of corporate assets beginning well before his time at the Company and continuing today. Specifically, Gad went to great lengths to conceal the fact that he was living in the United States illegally without a valid visa during his entire tenure as CEO of Paragon and in his roles with the Company's subsidiaries. The Committee believes that he intentionally failed to communicate to the Board that he did not have authorization to work in the U.S. when he was named CEO of Paragon in 2014 and failed to make that disclosure to the Board when he was appointed CEO of SI Systems. Such conduct is a violation of federal law. The Committee believes Mr. Gad's actions violated his fiduciary duties to the Company and its stockholders exposing the company to potential legal action and financial penalties.
The Nominating and Corporate Governance Committee believes that Mr. Gad's proposals are not in the best interests of the Company's stockholders. In essence, Mr. Gad is asking you to consent to turning over control of the Company to his handpicked director candidates, one of which is an employee of Paragon. If elected, Mr. Gad would control the Board and, although the directors would be subject to their fiduciary duties under Delaware law, they would be in a position to advance Mr. Gad's specific interests, which may not be aligned with the interests of all of our stockholders. Moreover, we believe that there is a significant risk that if Mr. Gad's candidates are elected to the Board, Mr. Gad may again engage in self-serving conduct that harms Paragon, thereby causing further financial and reputational losses to the Company.
Moreover, neither Mr. Gad nor his director candidates have identified any specific ideas or proposals regarding the future of the Company. We believe stockholder interests will be served best if the Company continues to implement the strategic plan that began last fall after Mr. Gad was replaced as the Company's Chief Executive Officer. Since then, we have focused on resolving the many substantial problems that have plagued the Company due to Mr. Gad's conduct, improving operations, strengthening the Company's financial performance, and improving its corporate governance, all while keeping a close eye on expenses, so as to enhance value for all stockholders.
The Company has created a strategic plan that is built on the following concepts: (i) rebuilding SI Systems infrastructure critically damaged under Mr. Gad's leadership to grow that business and expand product offerings; (ii) position SED International Holdings, Inc. to self-finance its own expansion beyond Colombia into other areas of Latin America to mitigate specific currency risk; (iii) liquidate the condominium holdings of Ohana Home Services which have underperformed and provided single digit, at best, returns to stockholders; (iv) liquidate Paragon's underperforming investment portfolio which has failed to produce positive returns during one of the best market environments in history; and (v) identify accretive acquisition targets that can bolster Paragon's domestic revenue and earnings to reduce dependence on SED International de Colombia S.A.S. whose low margins and currency risk make Paragon's earnings unpredictable and susceptible to exogenous economic events. We ask stockholders to not provide Mr. Gad their consent so that we may continue to execute our strategic plan.
This Consent Revocation Statement contains important information as to why you should, and how to, submit the accompanying BLUE Consent Revocation Card to revoke any white consent card that you previously returned to Mr. Gad. We urge you to read it carefully. Regardless of the number of shares of Company common stock that you own, your revocation of consent is important. You can defend against Mr. Gad's efforts to take control of the Company through the following steps:
Do not sign Mr. Gad's white consent card;
If you have signed Mr. Gad's white consent card, you have every right to change your vote and revoke your consent. You may revoke that consent by signing, dating and mailing the enclosed BLUE Consent Revocation Card in the postage-paid envelope provided; and
Even if you have not signed Mr. Gad's white consent card, you can show the support for your Board and your investment in the Company by signing, dating and mailing the enclosed BLUE Consent Revocation Card in the postage-paid envelope provided.
Please act today to help protect the interests of ALL stockholders. Thank you for your support.
Sincerely yours,
Nominating and Corporate Governance Committee Paragon Technologies, Inc.
If you have questions or need assistance revoking your consent please contact:
Alliance Advisors LLC 150 Clove Rd, #400
Little Falls Township, NJ 07424 (844) 202- 6169
Email: Paragon@allianceadvisors.com
PARAGON TECHNOLOGIES, INC.
101 Larry Holmes Drive, Suite 500, Easton, Pennsylvania 18042
Telephone (610) 252-3205
CONSENT REVOCATION STATEMENT
BY THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF PARAGON TECHNOLOGIES, INC. IN OPPOSITION TO A CONSENT SOLICITATION BY HESHAM M. GAD
This Consent Revocation Statement ("Consent Revocation Statement") is furnished by the Nominating and Corporate Governance Committee of Paragon Technologies, Inc., a Delaware corporation (the "Company"), to the holders of outstanding shares of the Company's common stock, par value
As you may be aware, Mr. Gad is attempting to gain control of your Board and the Company by asking you to remove four directors currently serving on the Board, and to replace them with a slate of candidates hand picked by Mr. Gad. Specifically, Mr. Gad is asking you to: (i) repeal any provisions of the Company's Amended and Restated Bylaws of the Company (the "Bylaws") that were not in effect on December 3, 2024 ("Proposal 1"); (ii) amend Article 3, Section 3.3 of the Company's Bylaws to provide that any vacancies on the Board resulting from the removal of directors by the stockholders of the Company shall be filled exclusively by the stockholders of the Company ("Proposal 2"); (iii) remove four current members of the Board: Howard Brownstein, H. Timothy Eriksen, David Lontini and Samuel Weiser as well as any person (other than those elected by the Gad Consent Solicitation) nominated, elected or appointed to the Board without stockholder approval to fill any vacancy on the Board or any newly-created directorships on or after April 29, 2025 and prior to the time that any of the actions proposed to be taken by the Gad Consent Solicitation becomes effective ("Proposal 3"); and (iv) elect David Duquette, James Kaufman, Elodie Leoni and Ronell Rivera (the "Gad Candidates") as directors to serve as directors of the Company until the Company's 2025 annual meeting of stockholders and until their successors are duly elected and qualified ("Proposal 4").
The Nominating and Corporate Governance Committee believes, for the reasons specified in this Consent Revocation Statement, that the proposals contained in the Gad Consent Solicitation are not in the best interests of stockholders. Mr. Gad's actions are an unnecessary distraction during this critical time when your Board believes its efforts are best spent focused on exploring the best opportunities available to maximize value for all the Company's stockholders, rather than addressing these untimely and misguided efforts by Mr. Gad. The Nominating and Corporate Governance Committee remains committed to acting in the best interests of all of the Company's stockholders and will discharge its duties in this regard.
Your current independent directors were selected through processes designed to uphold good corporate governance and ensure representation of the interest of all stockholders. A consent in favor of the Gad Consent Solicitation is a consent to remove, without cause, all of the members of your Board, except Mr. Gad, and to replace them with the Gad Candidates. If successful, the Gad Consent Proposals will result in stockholders turning control of the Company over to Mr. Gad, an individual with a substantial track record of putting his personal interests above the interests of the Company's stockholders, and individuals nominated by Mr. Gad.
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE HAS DETERMINED THAT THE GAD CONSENT SOLICITATION IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS. ACCORDINGLY, THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE RECOMMENDS THAT YOU DO NOT SIGN ANY WHITE CONSENT CARD SENT TO YOU BY MR. GAD. WHETHER OR NOT YOU HAVE PREVIOUSLY EXECUTED MR. GAD'S WHITE CONSENT CARD, THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE URGES YOU TO SIGN, DATE AND DELIVER THE ENCLOSED BLUE CONSENT REVOCATION CARD USING THE ENCLOSED PRE-PAID ENVELOPE.
We anticipate that the close of business on May 19, 2025 will be established as the record date (the "Record Date") for the determination of the Company's stockholders who are entitled to execute, withhold or revoke consents relating to the Gad Consent Solicitation. Only stockholders of record as of the Record Date may execute, withhold or revoke consents with respect to the Gad Consent Solicitation.
If you have any questions about giving your consent revocation or require assistance, please contact:
Alliance Advisors LLC 150 Clove Rd, #400
Little Falls Township, NJ 07424 (844) 202- 6169
Email: Paragon@allianceadvisors.com
DESCRIPTION OF THE GAD CONSENT SOLICITATION
Mr. Gad is soliciting your consents in favor of the following proposals (collectively, the "Gad Consent Proposals") to:
Repeal any provision of the Bylaws in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws that were in effect on December 3, 2024 ("Proposal 1");
Amend Article 3, Section 3.3 of the Bylaws to provide that any vacancies on the Board resulting from the removal of directors by the stockholders of the Company shall be filled exclusively by the stockholders of the Company ("Proposal 2");
Remove without cause the following members of the Board: Howard Brownstein, H. Timothy Eriksen, David Lontini and Samuel Weiser, as well as any person (other than those elected by the Consent Solicitation) nominated, elected or appointed to the Board without stockholder approval to fill any vacancy on the Board or any newly-created directorships on or after April 29, 2025 and prior to the time that any of the actions proposed to be taken by the Consent Solicitation become effective ("Proposal 3"); and
Elect David Duquette, James Kaufman, Elodie Leoni, and Ronell Rivera to serve as directors of the Company until the Company's 2025 annual meeting of stockholders and until their successors are duly elected and qualified ("Proposal 4").
Taken together Proposals 1 through 4 are designed to enable Mr. Gad's and his director candidates to take control of the Board.
THE CONSENT PROCEDURE
Voting Securities and Record Date
It is anticipated that the close of business on May 19, 2025 will be established as the Record Date for the determination of the Company's stockholders who are entitled to execute, withhold or revoke consents relating to the Gad Consent Solicitation. Each share of the Company's Common Stock outstanding as of the Record Date will be entitled to one vote.
Only stockholders of record as of the Record Date are eligible to execute, withhold or revoke consents in connection with the Gad Consent Proposals. Persons beneficially owning shares of the Company's Common Stock (but not holders of record), such as persons whose ownership of Common Stock is through a broker, bank, financial institution or other nominee holder, may wish to contact such broker, bank, financial institution or other nominee holder and instruct such person to execute the BLUE Consent Revocation Card on their behalf. Any failure to consent will have the same effect as withholding consent from the Gad Consent Proposals.
Effectiveness of Consents
Under Delaware law and the Company's Bylaws, stockholders may act without a meeting and without a vote, if consents in writing setting forth the action to be taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Under Section 228 of the Delaware General Corporation Law, the Gad Consent Proposals will become effective if valid, unrevoked consents signed by the holders of a majority of the shares of the Common Stock outstanding as of the Record Date are properly delivered to the Company within 60 days of the first date on which a consent is properly delivered to the Company (the "Effective Date").
Effect of BLUE Consent Revocation Card
A stockholder may revoke any previously signed consent by signing, dating and returning to the Company a BLUE Consent Revocation Card prior to the Effective Date. Stockholders are urged to return all consent revocations in the envelope provided or to Alliance Advisors LLC. Unless you specify otherwise, by signing and delivering the BLUE Consent Revocation Card, you will be deemed to have revoked consent to all of the Gad Consent Proposals.
Any consent revocation may itself be revoked by marking, signing, dating, and delivering a written revocation of your BLUE Consent Revocation Card to the Company or to Mr. Gad or by delivering to Mr. Gad a subsequently dated white consent card that Mr. Gad sent to you.
The revocation of any previously delivered consent or consent revocation must be signed, have a subsequent date than the previously delivered consent or consent revocation and is not required to state the number of shares held unless you wish to revoke your consent with respect to less than all shares as to which you previously consented, in which case you must state the number of shares to which your revocation relates. In addition, if you have more than one account with respect to which you have delivered a consent, the revocation should identify the relevant account the consent for which is being revoked.
The Company has retained Alliance Advisors LLC to assist in communicating with stockholders in connection with the Gad Consent Solicitation and to assist in our efforts to obtain consent revocations. If you have any questions about how to complete or submit your BLUE Consent Revocation Card or any other questions, Alliance Advisors LLC will be pleased to assist you. Please call Alliance Advisors LLC toll free at (844) 202- 6169.
If any shares of Common Stock that you owned on the Record Date were held for you in an account with a stock brokerage firm, bank nominee or other similar "street name" holder, you are not entitled to vote such shares directly, but rather must give instructions to the stock brokerage firm, bank nominee or other "street name" holder to grant or revoke consent for the shares of Common Stock held in your name. Accordingly, you should follow the instructions on the BLUE Consent Revocation Card to vote your shares. Alternatively, you can contact the person responsible for your account and direct him or her to execute the enclosed BLUE Consent Revocation Card on your behalf. You are urged to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to the Company, c/o Alliance Advisors LLC, at the address or facsimile number set forth above so that the Company will be aware of your instructions and can attempt to ensure each instruction is followed.
YOU HAVE THE RIGHT TO REVOKE ANY CONSENT YOU MAY HAVE PREVIOUSLY GIVEN TO MR. GAD. TO DO SO, YOU NEED ONLY SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE THE BLUE CONSENT REVOCATION CARD ACCOMPANYING THIS CONSENT REVOCATION STATEMENT PRIOR TO THE EFFECTIVE DATE. IF YOU DO NOT INDICATE A SPECIFIC VOTE ON THE BLUE CONSENT REVOCATION CARD WITH RESPECT TO THE GAD CONSENT PROPOSALS, THE CONSENT REVOCATION CARD WILL REPRESENT AN INSTRUCTION TO REVOKE ANY CONSENT WITH RESPECT TO ALL SUCH PROPOSALS IN ACCORDANCE WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE'S RECOMMENDATION.
You should carefully review this Consent Revocation Statement. YOUR TIMELY RESPONSE IS IMPORTANT. You are urged not to sign any white consent cards. Instead, reject the solicitation efforts of Mr. Gad by promptly completing, signing, dating and returning the enclosed BLUE Consent Revocation Card in the envelope provided. Please be aware that if you sign a white consent card but do not check any of the boxes on the card, you will be deemed to have consented to all of the Gad Consent Proposals.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF CONSENT REVOCATION MATERIALS
The consent revocation materials for the Company's solicitation of consent revocations, including this Consent Revocation Statement, are available over the Internet on our website at www.pgntgroup.com. Information on the Company's website does not constitute part of the Company's consent revocation materials.
OTHER MATTERS
The only matters for which the participants intend to solicit revocations of consents are set forth in this Consent Revocation Statement. However, if consents are solicited by Mr. Gad or any other person on any other matter, the participants may determine that it is in the best interests of the Company and its stockholders to solicit revocations of consents with respect to such additional matters.
IMPORTANT
The Nominating and Corporate Governance Committee urges you NOT to return any white consent card solicited from you by Mr. Gad. If you have previously returned any such consent card you have every right to revoke your consent. Simply complete, sign, date and mail the enclosed BLUE Consent Revocation Card in the postage-paid envelope provided, whether or not you previously returned the white consent card.
For additional information or assistance, please call our soliciting agent, Alliance Advisors LLC at (844) 202- 6169.
BLUE CONSENT REVOCATION CARD
SOLICITED ON BEHALF OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF PARAGON TECHNOLOGIES, INC.
The undersigned, a record holder of shares of common stock, par value
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE COMPANY URGES YOU TO MARK THE "YES, REVOKE MY CONSENT" BOXES IN ALL PROPOSALS BELOW.
PLEASE MARK CONSENT REVOCATION AS IN THIS EXAMPLE | ||
PROPOSAL 1: | Proposal made by Mr. Gad to repeal any provision of the Bylaws in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws that were in effect on December 3, 2024. | |
¨YES, REVOKE MY CONSENT¨ NO, DO NOT REVOKE MY CONSENT | ||
INSTRUCTION: | IF YOU WISH TO REVOKE CONSENT TO PROPOSAL #1, CHECK THE "YES, REVOKE MY CONSENT" BOX ABOVE. | |
PROPOSAL 2: | Proposal madeby Mr. Gad to amend Article 3, Section 3.3 of the Bylaws to provide that any vacancies on the Board resulting from the removal of directors by the stockholders of the Company shall be filled exclusively by the stockholders of the Company. | |
¨YES, REVOKE MY CONSENT¨ NO, DO NOT REVOKE MY CONSENT | ||
INSTRUCTION: | IF YOU WISH TO REVOKE CONSENT TO PROPOSAL #2, CHECK THE "YES, REVOKE MY CONSENT" BOX ABOVE. | |
PROPOSAL 3: | Proposal made by Mr. Gad to remove without cause the following members of the Board: Howard Brownstein, H. Timothy Eriksen, David Lontini and Samuel Weiser, as well as any person (other than those elected by the Consent Solicitation) nominated, elected or appointed to the Board without stockholder approval to fillany vacancy on the Board or any newly-created directorships on or after April 29, 2025 and prior to the time that any of the actions proposed to be taken by the Consent Solicitation become effective. | |
¨YES, REVOKE MY CONSENT¨ NO, DO NOT REVOKE MY CONSENT | ||
INSTRUCTION: | IF YOU WISH TO REVOKE CONSENT TO PROPOSAL #3, CHECK THE "YES, REVOKE MY CONSENT" BOX ABOVE. | |
PROPOSAL 4: | Proposal made by Mr. Gad to elect David Duquette, James Kaufman, Elodie Leoni, and Ronell Rivera to serve as directors of the Company until the Company's 2025 annual meeting of stockholders and until their successors are duly elected and qualified. | |
¨YES, REVOKE MY CONSENT¨ NO, DO NOT REVOKE MY CONSENT | ||
INSTRUCTION: | IF YOU WISH TO REVOKE CONSENT TO PROPOSAL #4, CHECK THE "YES REVOKE MY CONSENT" BOX ABOVE. PROPOSAL #4 IS SUBJECT TO THE ADOPTION OF PROPOSAL #3 IN WHOLEOR IN PART AND THE REMOVAL OF ONE OR MORE MEMBERS OF THE BOARDPURSUANT TO PROPOSAL #3 OR THE RESIGNATION OF ONE OR MORE MEMBERS OF THE BOARD. | |
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE COMPANY URGES YOU TO MARK THE "YES, REVOKE MY CONSENT" BOXES ON ALL PROPOSALS SET FORTH HEREIN.
UNLESS OTHERWISE INDICATED ABOVE, THIS REVOCATION CARD REVOKES ALL PRIOR CONSENTS GIVEN WITH RESPECT TO THE PROPOSALS SET FORTH HEREIN.
UNLESS YOU SPECIFY OTHERWISE, BY SIGNING, DATING AND DELIVERING THIS REVOCATION CARD TO THE COMPANY, YOU WILL BE DEEMED TO HAVE REVOKED CONSENT TO ALL OF THE PROPOSALS SET FORTH HEREIN.
THE UNDERSIGNED HEREBY AFFIRMS THAT THE SHARES REPRESENTED HEREBY ARE HELD OF RECORD.
IN ORDER FOR YOUR CONSENT REVOCATION TO BE VALID, IT MUST BE DATED. PLEASE MARK, SIGN, DATE AND MAIL IN THE POSTAGE-PAID ENVELOPE PROVIDED.
Dated: , 2025
Print Name: |
Signature (Title, if any): |
Signature (if held jointly): |
Name and Title or Authority (if applicable): |
Please sign in the same form as name appears hereon. Joint owners should all sign. Executors and fiduciaries should indicate their titles. If signed on behalf of a corporation, limited liability company or partnership, give title of officer or authorized person signing.
REVOKE YOUR CONSENT BY MAIL
Please mark, sign and date your BLUE Consent Revocation Card and return it in the postage-paid envelope provided or return it to: Alliance Advisors LLC, 150 Clove Rd, #400, Little Falls Township, NJ 07424.
The Consent Revocation Statement is available at: https://web.viewproxy.com/PGNT/2025
INTERNET | TELEPHONE | MAIL | ||
Have your consent revocation card available when you access the above website. Followthe prompts to vote your shares. | Use any touch-tone telephone to revoke your consent. Have your consent revocation cardavailable when you call. Follow the voting instructions to vote your shares. | Mark, sign, and date your consent revocation card, then detach it, and return it in the postage-paid envelope provided. |
SOURCE: Paragon Technologies Inc.
View the original press release on ACCESS Newswire
FAQ
What is the consent solicitation at Paragon Technologies (PGNT) about?
Why was Hesham Gad removed as CEO of Paragon Technologies (PGNT)?
What is Paragon Technologies' (PGNT) new strategic plan?
What are stockholders being asked to do regarding PGNT's consent solicitation?
What are the main risks facing Paragon Technologies (PGNT)?
