Additional Proxy Soliciting Materials (definitive) (defa14a)
November 14 2017 - 3:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment
No.___)
Filed
by the Registrant ☒ Filed by a Party other than the
Registrant ☐
Check
the appropriate box:
☐
Preliminary Proxy
Statement
☐
Confidential, for
Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☐
Definitive Proxy
Statement
☐
Definitive
Additional Materials
☒
Soliciting Material
Pursuant to §240.14a-11(c) or §240.14a-12
COMMAND CENTER, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
☐
Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1)
Title of each class
of securities to which transaction applies:
(2)
Aggregate number of
securities to which transaction applies:
(3)
Per unit price or
other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)
Proposed maximum
aggregate value of transaction:
☐
Fee paid previously
with preliminary materials.
☐
Check box if any
part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
(1)
Amount Previously
Paid:
(2)
Form, Schedule or
Registration Statement No.:
The
following is an excerpt from a transcript of Command Center
Inc.’s third quarter 2017 earnings call, in which Frederick
J. Sandford, President and Chief Executive Officer,
stated:
“Before
turning to Q&A, I would like to briefly address the Director
Nomination notice we received from Ephraim Fields and our upcoming
Annual Meeting of Shareholders.
“As
you may know, Ephraim Fields, a Command Center shareholder, has
indicated his intention to nominate five candidates for election to
Command Center’s seven-person board at the 2017 annual
meeting of Command Center stockholders.
“The
Board of Directors is evaluating the Nomination Notice and Mr.
Fields’ proposed nominees. We are disappointed that Mr.
Fields is seeking control of the Board and the Company in this
manner. We believe that the current directors, six of whom are not
members of Command Center’s management team, and the
management of the Company, have a record of working to advance the
interests of all shareholders. In terms of Board composition, the
Board has proactively sought new directors over time, has added two
new directors recently with extensive experience, and includes a
well-rounded group of professionals that we believe have exercised
their responsibilities with care.
“We
anticipate commenting further on the record of the Board in the
future and demonstrating why turning over control of the Board and
the Company to Mr. Fields is unwarranted and un-wise.
“The
Board, working closely with management, will continue to treat the
building of long-term stockholder value as a top priority. Also, we
continue to value the input of our shareholders on our strategy,
our opportunities, and our leadership. We are pleased to have a
robust on-going dialogue with many of you and welcome your further
input.
“Command
Center will announce the date of the annual meeting after it has
been set. Currently, we anticipate that the meeting will be held in
early 2018.
“With
that said, the purpose of today’s call is to discuss our
earnings results, so we ask that you please keep your questions
focused on that topic. We will not further address Mr.
Fields’ announced intentions or director nominations during
this call. We thank you for your cooperation in that
regard.”
Participants in the Solicitation
Command
Center and its directors, executive officers and other employees
and persons may be deemed to be “participants” in the
solicitations of proxies from Command Center’s stockholders
in connection with the upcoming annual meeting of the
Company’s stockholders (the “Annual Meeting”).
Command Center plans to file a proxy statement (the “Proxy
Statement”) with the Securities Exchange Commission (the
“SEC”) in connection with the solicitation of proxies
for the Annual Meeting. Information regarding the persons who may,
under the rules of the SEC, be considered to be participants in the
solicitation of Command Center’s stockholders in connection
with the Proposals and their respective interests in Command Center
by security holdings or otherwise is set forth in Command
Center’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, filed with the SEC on April 11, 2017 (the
“Annual Report”) and will also be included in the Proxy
Statement and other materials filed with the SEC. To the extent
holdings of Command Center’s securities have changed since
the amounts printed in the Annual Report, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the SEC.
These documents are available free of charge at the SEC’s
website at www.sec.gov.
Important Additional Information and Where to Find It
Promptly
after filing its definitive Proxy Statement with the SEC, Command
Center will mail the definitive Proxy Statement and a proxy card to
each stockholder entitled to vote at the Annual Meeting. BEFORE
MAKING ANY VOTING DECISION, COMMAND CENTER’S STOCKHOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT COMMAND CENTER WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain, free of charge, copies of the
definitive Proxy Statement and any other documents filed by Command
Center with the SEC in connection with the Annual Meeting at the
SEC’s website at www.sec.gov. In addition, copies will also
be available at no charge at the Investors section of Command
Center’s website at www.irdirect.net/CCNI/.
Forward-Looking Statements
This
communication contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include,
but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other
statements related to our future activities, or future events or
conditions. These statements are based on current expectations,
estimates and projections about our business based, in part, on
assumptions made by management. These statements are not guarantees
of future performances and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed
or forecasted in the forward-looking statements due to numerous
factors, including those risks discussed in our Annual Report on
Form 10-K and in other documents that we file from time to time
with the SEC. Any forward-looking statements speak only as of the
date on which they are made, and we do not undertake any obligation
to update any forward-looking statement to reflect events or
circumstances after the date of this report, except as required by
law.
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