April 18, 2022

SpartanNash Reaffirms Significant Operational Success, Strong Financial Results and Enhanced Board and Leadership Team as Winning Recipe for Shareholders

Food solutions company SpartanNash today announced that it has filed definitive proxy materials with the Securities and Exchange Commission (“SEC”) in connection with its upcoming Annual Meeting of Shareholders scheduled for June 9, 2022. Shareholders of record as of the close of business on April 11, 2022, are entitled to vote at the meeting.

In conjunction with the filing of the definitive proxy statement, SpartanNash is mailing a letter to Company shareholders.

Highlights from the letter include:

  • SpartanNash’s transformation is delivering positive results and driving shareholder value: SpartanNash’s financial results make it clear that the Company’s transformation is well underway and that its strategy is working. Over the past two years, the Company has generated increased revenue and adjusted EBITDA, effectively allocated capital to the business and to shareholders and significantly de-levered its balance sheet. SpartanNash’s total shareholder return has been 251 percent since the Board transitioned the management team in the summer of 20191 and 88 percent since September 2020 when Tony Sarsam was announced as CEO2. The Company has also significantly outperformed the S&P 500 over those same time periods.
  • Significant Board changes have already been made: SpartanNash has a talented, diverse and engaged Board with the expertise and skills required to successfully guide the Company forward. The Company appointed three new directors in February 2022 as part of a deliberate and thorough refreshment process that began in the summer of 2021. The directors were recruited and vetted with the assistance of a leading executive search firm that took into consideration feedback from shareholders. In connection with this refreshment, three current directors will not stand for reelection at the Company’s 2022 Annual Meeting of Shareholders.
  • SpartanNash’s director nominees are superior to Macellum and Ancora’s (the “Investor Group”) candidates and are best suited to advance the Company’s transformation: The Board is confident that the skillsets of the Company’s nominees outmatch the Investor Group’s slate in every critical area. Collectively, SpartanNash’s directors possess extensive public company board leadership and operating experience, as well as financial and industry expertise spanning food distribution, retail and consumer goods. The Board also brings skills across strategy, business and culture transformation, supply chain and technology and other areas that are directly relevant to SpartanNash’s business and reflective of shareholder input. The Investor Group’s nominees, if elected, would reduce the Board’s diversity with directors who are not additive.
  • The Investor Group has only one playbook and a short-term focused, predetermined agenda: The Investor Group is attempting to apply the same cookie-cutter approach at SpartanNash that it has attempted to use at multiple apparel, discount and department store retailers, demonstrating, at best, a lack of understanding of the Company’s vastly different business model as a distribution and food retail company, and at worst, a blatant disregard of how SpartanNash’s business operates. Further, the Investor Group’s attacks focus on prior performance under a different management team and are rooted in information over four years old. Rather than offering any ideas or suggestions that would improve operations, the Investor Group shows a short-term focus on financial engineering that ignores the significant progress SpartanNash has made in its transformation and the strong financial performance the Company has demonstrated over the last two years since the new leadership team has been in place. The Board believes the Investor Group’s nominees would implement a short-term focused, predetermined agenda and distract the Company from its current path. While SpartanNash remains open-minded and receptive to constructive ideas, from any source, that will drive shareholder value, the Board believes it is not in our shareholders’ best interest to allow the Investor Group’s recycled agenda into the Company’s boardroom.
  • SpartanNash has attempted to reach a constructive resolution with Macellum and avoid a costly proxy contest: SpartanNash has engaged extensively with Macellum since November 2021 and attempted to reach a constructive resolution that would avoid a costly proxy contest, which is not in the best interest of shareholders as it distracts the Company’s Board and Management from its main focus of creating long-term shareholder value. As part of our constructive efforts, SpartanNash offered to appoint one of Macellum’s candidates with grocery retail and distribution experience despite the Board and management team already having significant experience in these same areas. In addition, the Company proposed forming a transformation committee of the Board to review aspects of the business, including strategic matters, which would have included Macellum’s director designee. However, Macellum rejected this offer outright and refused to allow SpartanNash to interview any of its director nominees, further demonstrating that Macellum has had a self-serving, predetermined agenda all along and not a genuine desire to do what is best for all shareholders.

SpartanNash’s definitive proxy materials and other materials regarding the Board of Directors’ recommendation for the 2022 Annual Meeting can be found here.

Subscribe to Grocery Insight