DFAN14A 1 d789820ddfan14a.htm DFAN14A DFAN14A

 

 

United States

Securities and Exchange Commission

Washington, DC 20549

 

 

Schedule 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

 

 

Filed by the Registrant  ¨                            Filed by a Party other than the Registrant   x

Check the appropriate box:

 

¨

  Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨

  Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to § 240.14a-12

Rand Logistics, Inc.

(Name of Registrant as Specified in its Charter)

JWEST, LLC

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LOGO

Leading Proxy Advisory Firm ISS Supports JWEST’s Dissident Proxy Card,

According to JWEST

ISS recommends stockholders vote JWEST’s GOLD proxy card

and not Rand Logistics, Inc.’s WHITE proxy card

September 15, 2014, Carmel, Indiana – JWEST, LLC (“JWEST”) today announced that one of the leading proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”), has recommended that stockholders of Rand Logistics, Inc. (“Rand”; Nasdaq: RLOG) vote on JWEST’s GOLD proxy card at the 2014 Annual Meeting of Stockholders of Rand.

In its analysis, ISS concluded that JWEST has made a compelling case that a change to the composition of the Rand board is necessary at this time. ISS also noted that Rand underperformed its peers in Total Stockholder Return, operational and financial measures over the relatively long tenure of Rand’s incumbent directors.

Another leading proxy advisory firm, Glass, Lewis & Co., LLC (“Glass Lewis”), recommended that stockholders withhold votes from management nominee Jonathan Brodie and thereby indirectly support the election of one of JWEST’s nominees. Glass Lewis noted that JWEST has raised valid concerns regarding Rand’s leverage position and that replacing a longstanding director with a new independent nominee could provide Rand with a much-needed fresh perspective.

Rand’s 2014 Annual Meeting of Stockholders will be held on Tuesday, September 23, 2014 at 4:00 p.m. EST, at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, New York, New York 10022.

If stockholders of Rand have any questions, need assistance in voting the GOLD proxy card, or need additional copies of JWEST’s proxy materials, please contact JWEST’s proxy solicitor, INVESTORCOM, INC., TOLL-FREE (877) 972-0090.

Contact:

InvestorCom, Inc.

John Grau, 203-972-9300