BACKGROUND TO THE SOLICITATION
The following chronology summarizes the key contacts between the Company and Engine Capital. This summary does not purport to catalogue every conversation of or among members of the Board of Directors, the Company’s management, the Company’s advisors, or representatives of Engine Capital and their advisors relating to the solicitation.
Engine Capital introduced itself as an interested potential shareholder to Shane O’Connor, the Company’s Executive Vice President and Chief Financial Officer, and had its first virtual meeting with Mr. O’Connor on November 1, 2023. From November 2023 through October 2025, the Company engaged periodically in constructive dialogue with Engine Capital with respect to various questions relating to the Company’s business and other related topics.
On October 17, 2025, a representative of Engine Capital contacted Mr. O’Connor to request a call. The parties attempted to coordinate schedules but were unable to identify a mutually available time.
On October 30, 2025, Michael A. Croatti informed a representative of the Company that he wished to be nominated to the Board of Directors and that he was collaborating with Engine Capital in connection with such potential nomination. Prior to this communication, Mr. Croatti had not expressed to the Company any interest in serving on the Board of Directors. Mr. Croatti, is the grandson of the Company’s founder Aldo Croatti and had been a consultant to the Company since January 2025. Mr. Croatti had previously served as Executive Vice President of Operations at the Company.
Also on October 30, 2025, Engine Capital’s counsel delivered a nomination notice to the Company, informing the Company of Engine Capital’s nomination of two director candidates to the Board of Directors: Arnaud Ajdler, Managing Member of Engine Capital, and Mr. Croatti. The nomination notice identified Mr. Croatti as a participant in Engine Capital’s solicitation. The nomination notice indicated that Engine Capital beneficially owned approximately 2.2% of the Company’s Common Stock outstanding and that Mr. Croatti beneficially owned approximately 0.4% of the Company’s Common Stock and 1.6% of the Company’s Class B Common Stock outstanding, respectively.
Also on October 30, 2025, Mr. Ajdler contacted Mr. Sintros, the Company’s Chief Executive Officer and President, and Mr. O’Connor to request a meeting to preview a non-public letter that Engine Capital intended to send to the Board of Directors.
On October 31, 2025, Mr. Sintros, Mr. O’Connor and Michael Patrick, the Company’s Senior Vice President and General Counsel, had a virtual meeting with Mr. Ajdler. During the meeting, Mr. Ajdler previewed the contents of a non-public letter Engine Capital intended to send to the Board of Directors and provided the Company with Engine Capital’s views for increasing shareholder value. This thesis centered on the Company immediately: (1) announcing a formal Company sale process; (2) adding Mr. Ajdler and Mr. Croatti to the Board of Directors; and (3) establishing a committee of the Board of Directors to oversee the Company sale process, with Mr. Ajdler and Mr. Croatti as members of the committee. During the meeting, Mr. Ajdler noted that Engine Capital did not anticipate its nominees would be elected to the Board of Directors at the upcoming Annual Meeting, explaining that the proxy contest was intended as a referendum on the Board of Directors and on whether the Company should be sold. Following this meeting, Engine Capital provided a copy of its letter to the Company.
On November 3, 2025, the Board of Directors met to discuss the communications with Engine Capital. Following discussion, the Board of Directors authorized certain members of the Board of Directors to meet with Engine Capital to better understand Engine Capital’s perspectives and the qualifications of the Engine Capital nominees.
On November 4, 2025, Mr. Patrick contacted Mr. Ajdler and they scheduled a meeting among members of the Board of Directors and Mr. Ajdler for November 11, 2025. Mr. Patrick also provided Mr. Ajdler with the Company’s director questionnaire to facilitate the Board of Directors’ evaluation of the Engine Capital nominees.
On November 11, 2025, Joseph M. Nowicki and Sergio A. Pupkin, independent directors on the Board of Directors and Mr. Sintros and Mr. Patrick, had a virtual meeting with Mr. Ajdler to listen to Engine Capital’s perspectives and proposals and evaluate Mr. Ajdler’s qualifications as a proposed nominee.