o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Proxy Statement |
x | Definitive Additional Materials |
o | Soliciting Material under Section 240.14a-12 |
x | No fee required |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Important: If you hold your shares in multiple accounts (e.g. brokerage, registered or Company plan), you will receive multiple WHITE proxy cards. You will also receive a new WHITE proxy card with each Company mailing. To ensure that you have voted all of your shares, please vote all WHITE proxy cards you receive by following the voting instructions on each WHITE proxy card.
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Support Sensient and its Clear Plan
to Deliver Long-Term Value
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Reject FrontFour’s Nominees and
Short-Sighted Agenda
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ü Sensient’s highly qualified directors support the best interests of all shareholders
ü Sensient’s position is strong and its transformation plans are focused on driving even greater profitability and value
ü Sensient’s balanced approach to capital allocation includes investing in best-of-class talent and assets to drive future growth and returning capital to shareholders
ü Sensient’s plan is working and the evidence is clear
o Record revenues and earnings over the last four years
o High-performing 43% total shareholder return in past year and 153% and 292% over last 7 and 10 years, respectively
ü Sensient’s independent directors all have a wealth of experience to help guide the Company’s continued success
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WE BELIEVE:
û FrontFour’s hand-picked nominees lack relevant experience
û FrontFour’s analysis and critique of Sensient’s efforts are simplistic and reveal a lack of understanding of our business and customers
û FrontFour’s vague calls for substantial cost cutting as the sole means of driving profitability while dramatically increasing borrowing to repurchase shares is short-sighted and reckless
û FrontFour has demonstrated a pattern of presenting misleading information to hide or distort the facts in support of its self-interested agenda
û FrontFour’s nominees have lackluster backgrounds marred by bankruptcies, value destruction and high-profile lawsuits – not the type of people we think suited to represent your interests
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VOTE THE WHITE PROXY CARD TODAY
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PLEASE DISREGARD AND RECYCLE ANY GREEN CARDS
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Ø | 7.5% annual EPS growth since 2008 |
Ø | 13.8% annual growth in cash flow from operations since 2008 |
Ø | 500 basis point increase in operating margins in our Color Group since 2009 |
Ø | Record revenue and earnings in each of the past four years |
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10-year
returns
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7-year
returns
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5-year
returns
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3-year
returns
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1-year
return
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Sensient
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292%
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153%
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161%
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65%
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43%
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IFF
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239%
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132%
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239%
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65%
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25%
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Givaudan
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184%
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52%
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167%
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65%
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21%
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Symrise
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NA
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128%
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383%
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89%
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20%
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Russell 2000
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101%
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44%
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168%
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40%
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21%
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S&P Midcap Specialty Chemical Index
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222%
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121%
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354%
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79%
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26%
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Mr. Loukas
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· No experience in the food, beverage or flavors industries or in the chemicals sector generally
· No named-executive-level operational experience in any industry
· Active former analyst at the now-defunct Pirate Capital, an aggressive activist hedge fund described as having a “grab-it-while you-can ethos”ii
· In his only role as a public-company director, oversaw 63% decline in value at Xinergy Ltd. (2012-2013)
· James River Coal Co. suffered a 75% loss in value following his threat of a Pirate Capital proxy contest in 2006
· FrontFour principal
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Mr. Hyman
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· No experience in the food, beverage or flavors industries or in the chemicals sector generally
· Publicly accused on two separate occasions of pursuing the interests of his activist sponsors at the expense of other shareholders
- While CEO in 2006, Mr. Hyman championed the sale (in conjunction with a Pirate Capital-dominated board of directors) of the Cornell Companies for a mere 2% premium (the attempted sale was rejected by shareholders), and
- While a director in 2013, Mr. Hyman supported the sale of Mac-Gray Corporation, which an investor fund claimed unfairly protected Mac-Gray’s directors' and Moab Capital Partners’ interests at the expense of other shareholders (the case remains pending in Massachusetts court).iii
· Linked with the current FrontFour principals through the now-defunct Pirate Capital
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Mr. Redmond
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· In a well-known and significant case, a federal judge issued an injunction against Mr. Redmond to prevent him from divulging PepsiCo's beverage-industry trade secrets and confidential information
- The court broached new legal ground when issuing the injunction, concluding that Redmond's lies in and out of court demonstrated a material risk that he would misappropriate PepsiCo’s intellectual property
- While Redmond was not fined, the Federal trial judge took pains to describe Mr. Redmond’s “false statements to three [PepsiCo] executives” iv and “false testimony” to the courtv and the Seventh Circuit affirmed the injunction on appealvi
· Accused in 2002 by New York’s Empire State Development Corporation of using “fraud and misrepresentation” to obtain $1.5mm in public economic-development aidvii
· Chairman/CEO or director at three companies that filed for bankruptcy protection during his tenure
· Linked with the current FrontFour principals through the now-defunct Pirate Capital
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Mr. Henderson
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· No experience in the food, beverage or flavors industries or in the chemicals sector generally
· Chairman of Point Blank Solutions, Inc. for almost two years before the company’s bankruptcy filing (and CEO of the company for roughly one year before that filing)
- Accused in two separate pending legal proceedings of inappropriately deregistering Point Blank’s shares, allegedly to force a going-private sale of all of the company’s stock to the activist fund in which Mr. Henderson was then an operating partner
· Oversaw a 66% decline in value while a director and eventual Chairman at DGT Holdings Corp. (2003-2011)
· Oversaw a 72% decline in value while President of Gateway Industries, Inc. (2001-2008)
· Has served as an activist-nominated GenCorp Inc. director alongside current FrontFour principal David A. Lorber for the past six years
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Ø | Deep Industry, Operational and Financial Expertise: Collectively, the Board brings relevant expertise and experience in many important areas, including direct specialty-chemical and food-technology industry experience in high-level positions at major companies, public-company operational and financial management experience, and expertise in investing, raising and allocating capital. |
Ø | Commitment to Best-in-Class Corporate Governance: Over time, Sensient’s Board has implemented a series of shareholder-friendly measures focused on providing oversight and balance in the boardroom as well as proper incentives for the Company’s executives. Recent changes include the pending appointment of a Lead Director and aligning compensation even more closely with performance. |
Ø | James A.D. Croft brings a wealth of leadership experience and international perspective to our Board based on his 40 years of creating, building and managing multinational businesses. Mr. Croft served as a senior partner in the London-based real estate consulting firm of Richard Ellis, where he was a leading figure in the firm’s merger with CB Commercial to form what is now CB Richard Ellis. He is also the co-founder of SRAB Shipping AB and provided leadership through its IPO. |
Ø | William V. Hickey provides our Board with considerable management experience as well as financial, auditing and risk-management expertise. He is the former CEO of Sealed Air Corporation, a global manufacturer of protective food- and specialty-packaging materials and systems, where he grew the company’s sales from $78 million to $7.5 billion. |
Ø | Kenneth P. Manning has over 33 years of dedicated specialty-chemical and food-technology experience, including leading Sensient’s business as its former CEO. During his tenure, Mr. Manning transformed Sensient from a commodities food business into a global leader in value-added specialty products. He is currently non-executive Chairman of the Board of the Company. During the 25 years that Mr. Manning has been a Sensient director, the Company delivered total shareholder return of over 800%, versus a nearly 575% return for the S&P 500 and an approximately 700% return for the Russell 2000. |
Ø | Essie Whitelaw brings extensive experience in regulatory-compliance and human-resources matters. She served as President and Chief Operating Officer at Blue Cross Blue Shield of Wisconsin and as Senior Vice President of Operations at Wisconsin Physician Services. |
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Your Vote Is Important, No Matter How Many Shares You Own.
If you have questions about how to vote your shares on the WHITE proxy card,
or need additional assistance, please contact the firm assisting us in the proxy solicitation:
D.F. King & Co., Inc.
Shareholders Call Toll-Free: 1-888-886-4425
Banks and Brokers Call Collect: 1-212-269-5550
Email: sxt@dfking.com
IMPORTANT
WE URGE YOU NOT TO SIGN ANY GREEN PROXY CARD SENT TO YOU BY FRONTFOUR.
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i.
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Laurence Fink, Chairman and CEO, BlackRock in March 21, 2014 letter to the leaders of S&P 500 companies
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ii.
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Bloomberg News, February 2, 2007
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iii.
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Complaint, Star Partners Fund v. Bullock, No. MICV2013-05067 (Mass. Super. Ct. Nov. 21, 2013)
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iv.
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PepsiCo, Inc. v. Redmond, No. 94-C-6838, 1995 U.S. Dist. LEXIS 19437, at *15 (N.D. Ill. Jan. 26, 1995)
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v.
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Id., at *16
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vi.
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PepsiCo, Inc. v. Redmond, 54 F.3d 1262 (7th Cir. 1995)
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vii.
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Garden Way Defrauded State, Suit Claims, Daily Gazette (June 4, 2002)
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end