LMAO!
Additional Proxy Soliciting Materials (definitive) (defa14a)
September 23 2021
On September 23, 2021, 1847 Goedeker Inc. sent the following letter to J. Carlo Cannell:
September 23, 2021
Mr. Cannell,
The leadership of 1847 Goedeker Inc. (“Goedeker” or the “Company”) is in receipt of your letter dated September 23, 2021.
You are likely aware that Goedeker has made a good faith proposal to invite Kanen Wealth Management (“Kanen”) into our ongoing director refresh process. You are also likely aware that we were in the process of proactively interviewing one of Kanen’s director candidates before Kanen publicly nominated five individuals for election to the Company’s nine-member Board. The suggestion that we have not tried to engage with Kanen and resolve Kanen’s campaign is false, and troubling to me as a devoted executive, director and sizable stockholder.
In an effort to ensure Goedeker’s stockholders do not draw the wrong conclusions, I feel compelled to highlight the below points that were omitted from what I consider to be your misleading public letter. As a long-term investor spending all of his energy and time trying to build a lasting foundation for growth, I am concerned by your firm’s ongoing efforts to gain outsized access to management throughout the quarter and glean an information advantage over your fellow stockholders.
· Goedeker’s leadership spent more than an hour-and-a-half on the phone with your firm just last month following the Company’s second quarter earnings call. This followed a string of prior interactions. This context was omitted from your letter.
· When your firm requested another call with multiple members of the management team this month, your Research Associate, Oleg Karmanov, shared a lengthy list of business, financial and operational questions in writing. We would not feel comfortable addressing some of these questions during the middle of a quarter and certainly not in a siloed manner that would not provide all stockholders the benefit of fair disclosure. This context about your firm’s agenda for another, mid-quarter business update call was omitted from your letter.
· In order to avoid creating an unfair two-tier system for investor relations and to ensure management can focus on value creation during this pivotal post-combination period, I feel providing your firm at least eight extended interactions per year with leadership is sufficient and strong. This includes a lengthy one-to-one call each quarter following our broader earnings call, which includes a Q&A your firm can participate in. Our representative made you aware of these considerations. This context was omitted from your letter.
· To demonstrate our respect for your status as a meaningful stockholder, our representative informed you that we plan to proactively reach out to schedule your post-earnings Q3 call to go over business, financial and operational items. This context was omitted from your letter.
· In addition, our representative asked that you make us aware if there were other issues you wanted to discuss, beyond business, financial and operational items that may not be appropriate to discuss one-to-one with you. This context was omitted from your letter.
Out of respect for your firm and you, the Company will not make your associate’s exchanges public.
If you would like to schedule a call with leadership or send us a constructive, private note about your specific input into our ongoing director refresh, we would be happy to receive that feedback. Any suggestions you have for director candidates with appliances, ecommerce and relevant capital markets experience are also welcomed. But your firm has made no such private overtures to date, as far as I am aware.
While you and Kanen may find it beneficial in the short-term to grandstand and engage in public hostilities, I am confident that a majority of my fellow stockholders will look unfavorably upon efforts to distract the Company’s leadership from the pursuit of sustainable, profitable growth and long-term value. I believe Goedeker’s stockholders recognize that it has been roughly three months since closing the Appliances Connection transaction and one month since our management transition. I suspect that stockholders focused on long-term value will deem it appropriate to provide a new chief executive officer a runway to replicate prior success and surround himself with a qualified team.
Regards,
Albert Fouerti
