Page 11 of 16 SEC Filing
| CUSIP No. 68210P107 | 13D/A | Page 11 of 16 |
At that time, the Wynnefield Reporting
Persons strongly recommended the Issuer consider appointing Mr. Christodolou as an independent director to fill an existing vacancy
on the Board. In connection with such recommendation, the Wynnefield Reporting Persons provided the Issuer with Mr. Christodolou’s
credentials, which reflect his extensive investment and capital allocation expertise, his corporate governance experience serving
as the Chairman and a director of publicly traded companies together with his significant financial expertise and experience as
both Chairman and a member of several audit committees. The Wynnefield Reporting Persons further offered to arrange an in person
meeting between the Board and Mr. Christodolou. The Issuer’s Board refused to meet with or have any contact with Mr.
Christodolou much less consider him as a potential nominee to the Board despite the vacancy existing on the Board.
More than five months have now
elapsed since the Issuer announced the commencement of its strategic review without the Issuer providing any additional
information relating to timing, results or termination of the process.
In addition, instead of embracing Wynnefield’s
recommended reforms and adopting best governance practices, on November 5, 2015, the Issuer’s Board unilaterally adopted,
without stockholder approval, amended and restated Bylaws erecting even higher hurdles and additional burdens on stockholder suffrage,
making any notice of nominations given in accordance with the previous deadline set forth in the Issuer’s 2015 Proxy Statement
not timely.
The Wynnefield Reporting
Persons’ believe that their suggestions and recommendations previously made to the Issuer are reasonable and in the
best interests of the Issuer and its stockholders. However, after being continually rebuffed by the Issuer’s management
and Board, the Wynnefield Reporting Persons are not willing to allow the Issuer and the current Board to continue their
misdirected efforts to further invest in the human nutrition business, while foregoing opportunities to expand their core
high-margin animal nutrition business or, alternatively, return money to stockholders. Accordingly, at the Annual Meeting, we
will seek to elect three highly qualified, independent directors who are committed to protecting all interests, will press
the Board to preserve and redirect capital, improve corporate governance practices and to evaluate reasonable alternative
business strategies, which we believe will lead to the creation of stockholder value.
The background and experiences of our Nominees
are set forth below.
Michael N. Christodolou, 54. Mr.
Christodolou has over 30 years of investment and corporate governance experience with publicly traded companies. Since January
1999 Mr. Christodolou has served as a director and member of the Audit, Compensation and Corporate Governance & Nominating
(“CG&N”) Committee at Lindsay Corporation, an approximately $900 million equity cap / $560 million revenue New
York Stock Exchange (“NYSE”) listed manufacturer of agricultural irrigation equipment and transportation infrastructure
products. Mr. Christodolou served as Chairman of the Board of Lindsay Corporation from January 2003 to January 2015 as well as
acting as the chair of the CG&N and the Executive Committees during that period. Mr. Christodolou previously chaired the Audit
Committee of Lindsay Corporation from April 1999 until January 2003. From 1998 to 2001 Mr. Christodolou served as a director of
XTRA Corporation, a NYSE-listed lessor of transportation equipment. Mr. Christodolou also served as Chairman of XTRA Corporation’s
Audit Committee and a member of the Compensation Committee from 1999 until XTRA Corporation was acquired by Berkshire Hathaway,
Inc. in September 2001 for approximately $1.3 billion. From November 2015 to February 2016, Mr. Christodolou served as a director
of Farmland Partners, Inc., a NYSE-listed REIT that acquires North American farmland. From March 2011 until June 2015, when the
company was sold, Mr. Christodolou served as a director of Quest Capital Group LLC, a private company funded by a leading mutual
insurance company to acquire, manage, and lease transportation equipment. Since May 2000, Mr. Christodolou has been the manager
and sole member of Inwood Capital Management LLC, a private investment firm he founded. From 1988 to 1999 Mr. Christodolou was
employed by Bass Brothers/Taylor & Company, the public equity investment group for members of the Bass family of Fort Worth,
Texas where he served as a Director of Strategic Investments for the group’s $1 billion value-oriented fund from 1995 to
1999 and he was involved with value enhancement or maximization processes at approximately two dozen publicly traded companies.
From 1983 to 1986, he was employed by T. Rowe Price Associates, where he analyzed high technology, emerging growth investments
for the New Horizons Fund mutual fund and the Threshold Fund, L.P., a mezzanine venture capital fund.
