Annuncio • Jun 21
First Motion for Exclusivity Period Extension Approved For Cano Health, Inc. The US Bankruptcy Court granted first order for the extension of the exclusivity periods for Cano Health, Inc., on June 20, 2024. As per the order, the debtor’s exclusivity period to file its plan and to solicit votes on its plan, have been extended by 90 days i.e. up to September 3, 2024 and October 31, 2024, respectively. Annuncio • May 18
Third Amended Reorganization Joint Plan and Disclosure Statement Filed by Cano Health, Inc. Cano Health, Inc., along with its affiliates, filed a third amended joint plan of reorganization with related disclosure statement in the US Bankruptcy Court on May 17, 2024. As per the amended plan filed, General Unsecured Claims are changed to RSA GUC Claims of $850 million. Non-RSA GUC Claims of $33 million with expected recovery of 15.2% - 19.1% Pro Rata share of the MSP cash amount, Incremental Cash Amount, and the Litigation Trust Interests. Convenience claims of $1 million shall recover 14.8% - 43.0% and receive the lesser of 50% of its allowed convenience claim or its pro rata share of the convenience claim cap. There is no other change in the treatment of any claim class or sources of plan funding. Annuncio • May 08
Second Amended Reorganization Plan and Disclosure Statement Filed by Cano Health, Inc. Cano Health, Inc., along with its affiliates, filed a second amended joint plan of reorganization with related disclosure statement in the US Bankruptcy Court on May 6, 2024. As per the amended plan filed, there are no changes in the treatment of any claim class or sources of plan funding. Annuncio • Apr 24
First Amended Joint Reorganization and Disclosure Statement Plan Filed by Cano Health, Inc. Cano Health, Inc., along with its affiliates, filed a first joint plan of reorganization and related disclosure statement in the US Bankruptcy Court on April 22, 2024. As per the plan filed, Allowed First Lien Claim Amount of $468.50 million consisting, Allowed Senior Notes Claim Amount means $306.41 million and Allowed Side-Car First Lien Claim Amount means $97.65 million. Allowed First Lien Deficiency Claim Amount of $505.38 million, comprised of the Allowed First Lien Deficiency Claim Amount. The Senior Notes Claims are Allowed in the total aggregate amount of $306.41 million comprised of the Allowed Senior Notes Claim Amount. Other General Unsecured Claims shall be Allowed or Disallowed in accordance with the Plan. There is no other change in the treatment of claims. Annuncio • Apr 16
Motion for De Minimis Asset Sale Approved for Cano Health, Inc. The US Bankruptcy Court gave an order approving the sale procedures relating to the sale of De Minimis assets of Cano Health, Inc. on April 15, 2024. As per the order the debtors are authorized to sell de minimis assets for $3 million or less in total consideration or value in one or a series of related transactions without further notice or court approval after providing notice of the sale to certain parties in accordance with the following procedures. Regarding a De Minimis transaction with a net selling price less than or equal to $0.25 million, the debtor shall give written notice of each de Minimis transaction to notice parties. The sale notice shall be filed and sent to the notice parties by e-mail, facsimile, or first-class mail at least 2 business days prior to the closing of such de Minimis transaction. About a De Minimis Transaction with a selling price of between $0.25 million and $1 million, the debtor shall give a sale notice to the notice parties and all other parties required receiving notice under Bankruptcy Rule 2002(a) (2). The sale notice shall be filed and sent to the 2002 parties by e-mail, facsimile, or first-class mail at least 14 calendar days prior to the closing of such de Minimis transaction. Regarding a De Minimis transaction with a net selling price greater than $1 million, these De Minimis Asset Transaction Procedures shall not apply, and the Debtors instead shall seek authority to sell or transfer such property pursuant to a motion. Any objections to the De Minimis Transaction must be in writing, state the grounds for the objection with specificity, and be filed and served to be received on or before the Closing Date. If a sale objection is properly filed and served by the sale objection deadline, and the debtor and the objecting party are unable to reach an agreement among themselves, then the relevant de Minimis asset shall be sold or otherwise transferred only upon further order of this court, after notice and a hearing; provided, however, that the debtor, with the agreement of the relevant proposed counterparty, may consummate any portion of the de Minimis transaction that is not the subject of a sale objection on or after the expiration of the sale objection deadline. If no sale objection is properly filed and served by the sale objection deadline, then the debtor, without further order of the court, is authorized, but not directed, to consummate the de Minimis transaction immediately, and take such other actions as necessary to close such transaction and collect the proceeds thereof. Annuncio • Mar 19
Cano Health, Inc. announced delayed annual 10-K filing On 03/18/2024, Cano Health, Inc. announced that they will be unable to file their next 10-K by the deadline required by the SEC. Annuncio • Feb 06
Cano Health, Inc. announced that it expects to receive $150 million in funding Cano Health, Inc. announced a private placement for the gross proceeds of $150 million on February 4, 2024. Annuncio • Feb 05
Cano Health, Inc. Filed for Bankruptcy Cano Health, Inc., along with its 46 affiliates, filed a voluntary petition for reorganization under Chapter 11 in the US Bankruptcy Court for the District of Delaware on February 4, 2024. The debtor listed both its assets and liabilities in the range of $1 billion to $10 billion. The debtor is represented by Michael Joseph Merchant of Richards Layton & Finger, P.A., and Weil, Gotshal & Manges LLP as its legal counsels. The debtor also hired Quinn Emanuel Urquhart & Sullivan, LLP as its special counsel, Houlihan Lokey, Inc. as its investment banker, AlixPartners, LLP as its financial advisor, and Kurtzman Carson Consultants LLC as its claims and noticing agent. Annuncio • Dec 19
Cano Health Announces Appointment of Two New Independent Directors Cano Health, Inc. announced the appointment of Patricia Ferrari and Carol Flaton to its Board of Directors. Ms. Ferrari and Ms. Flaton bring broad business experience and deep financial expertise, with proven track records of advising companies on strategies to improve operations and financial performance, as well as strengthening their capital structures. Additionally, the Board has established a Finance Committee to oversee the Company's ongoing comprehensive exploration of a range of financing initiatives and evaluation of strategic alternatives. As detailed in the Company's financial results for the third quarter ended September 30, 2023, ongoing efforts to generate additional liquidity and strengthen the Company's balance sheet include, but are not limited to: streamlining and simplifying the organization to improve efficiency and reduce costs; considering a sale of the Company or all or substantially all of its assets; and/or exploring the sale of certain lines of its business. The Board has appointed Ms. Ferrari and Ms. Flaton, along with current director Angel Morales, to serve on the Finance Committee, with Ms. Flaton serving as Chair. The Board also appointed Ms. Flaton as a member of the Board's Audit Committee and Ms. Ferrari to serve on the Compensation Committee. Ms. Flaton has provided financial advisory services and served as an independent director for both public and private companies since 2019. From 2014 to 2019, Ms. Flaton was a Managing Director at AlixPartners LP. Prior to that, Ms. Flaton was a Managing Director at Lazard Freres & Co. LLC, a Managing Director at Citigroup Inc. and a Managing Director at Credit Suisse First Boston. Ms. Flaton currently serves as a member of the Board of Directors of Genesis Care Finance Pty Ltd., Hornblower Holdings LLC, Resolute Investment Managers, Inc., and as Independent Manager of Matterhorn Parent, LLC (d/b/a Hearthside Food Solutions). Ms. Flaton earned her Bachelor of Science and Bachelor of Arts degree from the University of Delaware and her M.B.A. from the International Institute of Management Development. Ms. Ferrari is a consultant to corporate executives and boards of directors. Previously, she was a Managing Director at MBIA Inc., serving as its Head of Restructuring and Remediation since 2014. Prior to this, she served as one of the founding partners of the New York office of King & Spalding, a U.S.-based international corporate law firm headquartered in Atlanta. Ms. Ferrari earned her Bachelor of Arts degree from Southern Illinois University and her Juris Doctor degree from Vanderbilt University. Annuncio • Nov 14
Cano Health, Inc. announced delayed 10-Q filing On 11/13/2023, Cano Health, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Annuncio • Nov 12
Cano Health, Inc. Reports Unaudited Consolidated Goodwill Impairment Loss for the Third Quarter Ended September 30, 2023 Cano Health, Inc. reported unaudited consolidated goodwill impairment loss for the third quarter ended September 30, 2023. For the quarter, the company reported goodwill impairment loss of $354,000,000. Reported Earnings • Nov 11
Third quarter 2023 earnings released: US$91.87 loss per share (vs US$23.34 loss in 3Q 2022) Third quarter 2023 results: US$91.87 loss per share (further deteriorated from US$23.34 loss in 3Q 2022). Revenue: US$788.1m (up 19% from 3Q 2022). Net loss: US$260.5m (loss widened 380% from 3Q 2022). Revenue is expected to decline by 3.0% p.a. on average during the next 3 years, while revenues in the Healthcare industry in the US are expected to grow by 6.9%. Board Change • Nov 10
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. No experienced directors. No highly experienced directors. Independent Director Kim Rivera is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Annuncio • Nov 04
Cano Health Provides Nasdaq Compliance Update Cano Health, Inc. announced that it completed a 1-for-100 reverse stock split of its shares Class A common stock and Class B common stock, including both issued and outstanding and unissued shares, following approval by the Company's stockholders and its Board of Directors (the "Reverse Stock Split"). As previously disclosed, the Company believes the Reverse Stock Split will increase the price per share of the Company's Class A common stock and thus enable it to regain compliance with the price criteria of Section 802.01C of the NYSE Listed Company Manual (the "Listing Rule"), as well as to allow the Company's common stock to be more attractive to a broader range of investors. Cano Health, however, cannot assure that the price of its Class A common stock after the Reverse Stock Split will reflect the 1-for-100 reverse split ratio, that the price per share following the Effective Time of the Reverse Stock Split will be maintained for any period of time, or that the price will remain above the pre-split trading price. Annuncio • Nov 02
Cano Health, Inc. to Report Q3, 2023 Results on Nov 09, 2023 Cano Health, Inc. announced that they will report Q3, 2023 results After-Market on Nov 09, 2023 Annuncio • Oct 14
Cano Health, Inc. Announces the Resignation of Mark Novell as Chief Accounting Officer Effective October 9, 2023, Mark Novell resigned as the Chief Accounting Officer of Cano Health, Inc. (the “ Company”). Consistent with the Company’s previously-announced plans to restructure its operations to streamline and simplify the organization to improve efficiency and reduce costs, including workforce reductions, Eladio Gil, currently serving as Company’s Interim Chief Financial Officer, will assume responsibility for the Company’s accounting functions. Mr. Gil earned a Bachelor’s of Business Administration, Finance, with a minor in accounting, from Florida International University, is qualified as a CPA and is a member of the Florida Institute of Certified Public Accountants. Annuncio • Sep 13
Cano Health Receives NYSE Notification Letter; Plans to Regain Compliance with Listing Rules Cano Health, Inc. announced that it was notified by NYSE Regulation Inc. (the "NYSE") that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual (the "Listing Rule") because the average closing stock price of a share of the Company's Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to the Listing Rule, the Company has 6 months following the NYSE notification to regain compliance with the Listing Rule, during which time the Company's Class A common stock will continue to be listed on the NYSE. If the Company determines that it will cure the price condition by taking an action requiring stockholder approval, such as a reverse stock split, the 6-month window may be extended if the Company obtains stockholder approval by no later than its next annual stockholders' meeting and implements the action promptly thereafter. The Company immediately notified the NYSE that to regain compliance with the Listing Rule, the Company intends to take steps to increase the value of shares of its Class A common stock through executing its previously-announced business strategy and is considering other options for regaining compliance with the Listing Rule, including effecting a reverse stock split, subject to stockholder approval, which it would seek to obtain no later than at the Company's next annual stockholders' meeting. "We believe that executing our previously-announced business strategy will increase the value of shares of our Class A common stock in a manner sufficient to regain compliance with the Listing Rule," said Mark Kent, Chief Executive Officer of Cano Health. "However, we are prepared to pursue a reverse stock split, which would allow our stock to be more attractive to a broader range of investors, and I am pleased that InTandem Capital Partners, LLC, which controls ITC Rumba, LLC, our largest stockholder, has advised us that it intends to vote in favor of a reverse stock split should we pursue that path. We remain committed to our focus on increasing the value of our Company by driving our strategy, while at the same time continuing to evaluate strategic interest in the Company, as previously announced". Annuncio • Aug 11
Cano Health, Inc. announced delayed 10-Q filing On 08/10/2023, Cano Health, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Price Target Changed • Jul 26
Price target decreased by 7.4% to US$2.67 Down from US$2.89, the current price target is an average from 7 analysts. New target price is 92% above last closing price of US$1.39. Stock is down 78% over the past year. The company is forecast to post a net loss per share of US$0.30 next year compared to a net loss per share of US$0.95 last year. Annuncio • Jul 26
Cano Health, Inc. to Report Q2, 2023 Results on Aug 09, 2023 Cano Health, Inc. announced that they will report Q2, 2023 results After-Market on Aug 09, 2023 Annuncio • Jul 18
Cano Health, Inc. Announces Board Changes Elliot Cooperstone, Lewis Gold and Barry Sternlicht issued the below letter to Cano Health, Inc. (“Cano” or the “Company”) stockholders. As a reminder, the Group’s advocacy this past spring resulted in overwhelming WITHHOLD votes against Dr. Alan Muney and Kim Rivera, who were the two members of the Board of Directors (the “Board”) standing for re-election at the Annual Meeting of Stockholders (the “Annual Meeting”) held on June 15, 2023. Since the Annual Meeting, the following has occurred: The Board has disregarded the unambiguous results of the Annual Meeting, where more than 82% of the votes cast WITHHELD support for Dr. Alan Muney and Kim Rivera. The company question how Dr. Muney, Chair of the Compensation Committee, and Ms. Rivera, Chair of the Nominating & Corporate Governance Committee, can possibly continue to retain their leadership positions as Committee Chairs, much less their board seats. Their unwillingness to step down from the Board reflects a clear disregard for good corporate governance and the will of the stockholders they are supposed to represent. This seems to align with the Board’s general unwillingness to adopt the widely utilized “Majority Voting Standard,” which the Council of Institutional Investors estimates has been adopted by the vast majority of S&P 500 companies and a majority of Russell 3000 companies. The Board has elected to keep Dr. Marlow Hernandez as a director, despite him being a failed leader who should have been required to step off following his recent resignation as an executive. Dr. Hernandez’s employment agreement plainly stated that “the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason.”Mr. Kent needs to be given the opportunity to refresh the leadership team and put Cano on the path to value creation, which it believe he cannot do with Dr. Hernandez’s continued involvement in any capacity at the Company. Beyond this, it question how Dr. Hernandez can continue to even serve as a fiduciary when he is in debt to executives of Cano and still entangled with other related-party transactions. The Board continues to keep in place Sol Trujillo as Chairman and Angel Morales as Chair of the Audit Committee. This is a slap in the face to stockholders considering that they both acted as blind allies of Dr. Hernandez, having stood by him as approximately 90% of Cano’s equity market value was destroyed. It hold Messrs. Trujillo and Morales directly accountable for Cano’s shoddy governance, back-to-back delayed 10-Ks and participation in the egregious $57.8 million transaction with MSP Recovery, Inc. (“MSP”). It firmly believe Messrs. Trujillo and Morales knew Cano would be issued practically worthless MSP shares in exchange for sold receivables, which was recently confirmed in MSP’s July 7th 8-K filing.1 In view, this speaks to their motivations in not bringing such a significant transaction to their fellow directors for approval in the first place. The Board remains comfortable with sweetheart severance deals for executives, as evidenced by what it deem to be a golden parachute for Dr. Hernandez. It is completely irresponsible for these directors, who claim to be prioritizing stockholders’ interests, to be authorizing sweetheart deals for failed leaders from scarce stockholder capital. Directors Muney and Rivera as well as Jacqueline Guichelaar remain unwilling to buy any stock of the Company on the open market, thereby perpetuating their misalignment with stockholders. It do not believe a Board comprised of such misaligned and uncommitted independent members should continue to deny a critical mass of stockholders a say in the Company’s future. The Board has refused to include Guy P. Sansone and Joseph Berardo, Jr., who put forth as director candidates, in its purported refreshment process. This is the case despite Messrs. Sansone and Berardo having valuable experience with liquidity-constrained companies in the healthcare services industry. It seriously question how these directors can be so arrogant as to try to pick their own colleagues and replacements above the clear objections of major stockholders. Recent Insider Transactions • Jul 03
Chief Clinical Officer recently sold US$709k worth of stock On the 29th of June, Richard Aguilar sold around 550k shares on-market at roughly US$1.29 per share. This transaction amounted to 54% of their direct individual holding at the time of the trade. In the last 3 months, they made an even bigger sale worth US$1.2m. Insiders have been net sellers, collectively disposing of US$1.9m more than they bought in the last 12 months. Recent Insider Transactions Derivative • Jul 02
Chief Clinical Officer notifies of intention to sell stock Richard Aguilar intends to sell 150k shares in the next 90 days after lodging an Intent To Sell Form on the 28th of June. If the sale is conducted around the recent share price of US$1.22, it would amount to US$183k. Since March 2023, Richard's direct individual holding has increased from 413.04k shares to 963.04k. Company insiders have collectively sold US$1.7m more than they bought, via options and on-market transactions in the last 12 months. Annuncio • Jun 23
Elliot Cooperstone Issues a Response to Cano Health’s Post-Market Announcement On June 20, 2023, Elliot Cooperstone, Lewis Gold, and Barry Sternlicht issued a response to Cano Health, Inc.’s post-market announcement. In their response, Elliot Cooperstone, Lewis Gold, and Barry Sternlicht stated that while they are pleased their campaign for leadership change at the company brought about the long-overdue resignation of Marlow Hernandez as CEO, it is only the first step towards unlocking significant value for all stakeholders. Elliot Cooperstone, Lewis Gold, and Barry Sternlicht added that they have viewed Mark Kent as an ideal replacement for Marlow Hernandez since he joined the Company earlier this year. Elliot Cooperstone stated that disappointed by the Board’s refusal to accept stockholders’ clear mandate for change delivered at the 2023 annual meeting with more than 82% of votes cast withholding support for the directors up for re-election. Elliot Cooperstone also urges the board to engage constructively regarding the immediate appointment of independent candidates Guy P. Sansone and Joseph Berardo as directors, who possess significant and credible healthcare services experience. New Risk • Jun 19
New minor risk - Insider selling There has been significant insider selling in the company's shares over the past 3 months. Total value of shares sold: US$1.2m This is considered a minor risk. There are several reasons why an insider may be selling, including to cover a tax obligation or pay for some other expense. However, we generally consider it a negative if insiders have been selling, especially if they do so below the current price. It implies that they considered a lower price to be reasonable. This is a weak signal, but if there is a pattern of unexplained selling, it can be a sign the insider believes the company's stock is overpriced. Note: We only include open market transactions and private dispositions of directly owned stock by individuals, not by corporations or trusts. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$185m free cash flow). Share price has been highly volatile over the past 3 months (20% average weekly change). Minor Risks Currently unprofitable and not forecast to become profitable over next 3 years (US$61m net loss in 3 years). Shareholders have been diluted in the past year (11% increase in shares outstanding). Significant insider selling over the past 3 months (US$1.2m sold). Annuncio • Jun 18
Cano Health, Inc. Announces Chief Executive Officer Changes Cano Health, Inc. announced a change in its executive leadership intended to advance execution of the Company's strategy for stockholder value creation. Effective immediately, the Company has named current Chief Strategy Officer Mark Kent as Interim Chief Executive Officer while an external search is conducted for a permanent successor. Dr. Marlow Hernandez and the Company's Board of Directors have agreed that Dr. Hernandez will resign immediately as CEO and will continue to serve on the Board. About Mark Kent: Prior to joining Cano Health, Mr. Kent founded three startup healthcare companies which help provider practices operate successfully within value-based arrangements: Care Management Resources, Total Health Medical Centers and Your Partners in Health. He has also held numerous senior executive roles, including having served as CEO of Women's Health Care Hospital in Evansville, Indiana and as CEO & Regional President of all Humana-owned, Florida-based primary care practices, which now known as Conviva Care Centers. Mr. Kent is a nurse by training and earned a Master's in Business Administration from Purdue University. He is double board certified as a Fellow of the American College of Health Care Executives and a Fellow of the American College of Medical Practice Executives. He also proudly serves on numerous national and local boards including the Broward Health Foundation Board. Recent Insider Transactions • Jun 18
Chief Clinical Officer recently sold US$1.2m worth of stock On the 12th of June, Richard Aguilar sold around 876k shares on-market at roughly US$1.38 per share. This transaction amounted to 68% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of US$1.2m more than they bought in the last 12 months. Annuncio • Jun 17
Elliot Cooperstone, Lewis Gold and Barry Sternlicht Obtain Clear Referendum for Change at 2023 Annual Meeting On June 16, 2023, Elliot Cooperstone, Lewis Gold and Barry Sternlicht announced that its proxy solicitor’s analysis of preliminary results indicates more than 75% of the votes cast WITHHELD support for the director candidates standing for election at the 2023 Annual Meeting of Stockholders: Compensation Committee Chair Alan Muney and Nominating and Corporate Governance Committee Chair Kim Rivera. Elliot Cooperstone, Lewis Gold and Barry Sternlicht clarifies the Company’s disingenuous post-meeting press release by disclosing that more than 75% of the votes cast WITHHELD support for the directors standing for re-election and condemns the current board’s unwillingness to accept that a critical mass of stockholders have made clear they want new leadership after an extended period of abysmal governance and massive value destruction. In addition, Elliot Cooperstone, Lewis Gold and Barry Sternlicht expressed that they will continue pursuing change at the Company until the Company rids itself of CEO Marlow Hernandez, Chairman Sol Trujillo and other conflicted directors. Recent Insider Transactions Derivative • Jun 11
Chief Clinical Officer notifies of intention to sell stock Richard Aguilar intends to sell 400k shares in the next 90 days after lodging an Intent To Sell Form on the 7th of June. If the sale is conducted around the recent share price of US$1.32, it would amount to US$528k. Since March 2023, Richard has owned 413.04k shares directly. There have been no trades via on-market transactions or options from company insiders in the last 12 months. Annuncio • Jun 10
Elliot Cooperstone Posts Materials to his Website On June 8, 2023, Elliot Cooperstone, Lewis Gold, and Barry S. Sternlicht announced that they have posted materials to www.savecano.com in connection with Cano Health, Inc.’s annual shareholders meeting. Annuncio • May 23
Cano Health, Inc., Annual General Meeting, Jun 15, 2023 Cano Health, Inc., Annual General Meeting, Jun 15, 2023, at 13:00 US Eastern Standard Time. Agenda: To elect the two Class II director nominees named in the proxy statement, each to serve on Board of Directors for a 3-year term and until their respective successors are duly elected and qualified; to hold an advisory, non-binding vote regarding the compensation of named executive officers for the 2022 fiscal year; to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and to transact other business as may properly come before the meeting or any adjournment of the meeting. Major Estimate Revision • May 20
Consensus estimates of losses per share improve by 29% The consensus outlook for earnings per share (EPS) in fiscal year 2023 has improved. 2023 revenue forecast increased from US$3.17b to US$3.30b. EPS estimate increased from -US$0.425 per share to -US$0.303 per share. Healthcare industry in the US expected to see average net income growth of 18% next year. Consensus price target down from US$2.78 to US$2.71. Share price rose 4.9% to US$1.28 over the past week. Annuncio • May 16
Elliot Cooperstone Sends a Letter to the Shareholders of Cano Health, Inc On May 15, 2023, Elliot Cooperstone, Lewis Gold and Barry Sternlicht (Former Directors Group) issued a letter to shareholders of Cano Health, Inc regarding its intended efforts at the 2023 annual meeting of shareholders. Former Directors Group stated that they filed a preliminary proxy statement and accompanying its proxy card with the SEC to be used to solicit the Company’s stockholders to vote withhold with respect to the re-election of the Company’s Class II directors, Alan Muney and Kim M. Rivera (the Withhold Campaign), at the Company’s upcoming 2023 annual meeting of stockholders. The Former Directors Group also intends to deliver a notice of stockholder nomination of 2 qualified director candidates for election at the Annual Meeting and submit a shareholder proposal seeking the removal of D.Hernandez and potentially other incumbent directors for cause in the event the Court of Chancery for the State of Delaware re-opens the window for stockholder nominations and proposals in connection with their pending litigation.