CHICAGO, Aug. 3, 2017 /PRNewswire/ --
Via Electronic Transmission
3 August 2017
Mr. Vane Clayton
Chairman of the Board of Directors
Ironclad Performance Wear Corporation (ICPW)
1920 Hutton Court Suite 300
Farmers Branch, TX 75234
Subject: Request for the postponement of the Annual Meeting and the scheduling of a Special Meeting of Shareholders
Dear Mr. Clayton:
Vane, according to my information, which I am quite confident in, it appears highly unlikely that a quorum will be achieved for the upcoming Annual Meeting now set for August 23. Thus, it is prudent that the Board act to postpone the Annual Meeting again and set a date for a Special Meeting of Shareholders as I describe herein.
This letter delivers my request and demand for a Special Meeting of Shareholders as is the right of a shareholder to petition the Chairman or CEO under the By-Laws of the Company for the Board of Directors to take such action. The general nature of the business proposed to be transacted is the expansion of the number of members of the Board of Directors from the current four (4) to nine (9), the change of general counsel and law firm, and the change of public accounting firm and other corporate governance matters necessary to reflect the will of shareholders, including taking immediate, forceful, and aggressive steps to claw-back stock options and any other excess compensation provided to Jeff Cordes and Bill Aisenberg during their tenure during which their respective malfeasance, and the Board's failure to adequately oversee the specific areas of management activity, including financial reporting which, at a prior company, were a source of serious allegations and litigation of improper management actions including manipulation of revenues by accounting period, and which the Audit Committee of the Board publicly disclosed on July 6 to "prevent further reliance" on the Company's financial statements. Obviously, the Board has failed to act successfully to adequately protect the interest of shareholders, employees and other stakeholders.
Consistent with our statement of general nature of the business proposed to be transacted, below, we provide our slate of five (5) additional Directors. We request that the Board of our Company act with urgency in pursuit their fiduciary responsibilities to protect the shareholders, and employees they represent and engage with us in a constructive conversation in advance of the timetable described in the By-Laws of the Company. It is our objective to have the Company in competent hands and that the Company be sold at the earliest practical time. In the totality of the circumstances prevailing at the Company at this moment, your direct engagement with shareholders is crucial to the public perception of the Company's well-being and its ability to conduct its affairs in an orderly and credible manner.
C: Mr. L. James Greulich, Interim CEO
Mr. James McAlister, Interim Chief Financial Officer, and Secretary
301 Whitmore Lane
Lake Forest, IL 60045
Phone: 847.295.3977 Mobile: 847.772.2298
SOURCE Patrick W. O'Brien