UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

 

(Amendment No. 2)

 

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 Under Rule 14a-12

  

ROCKWELL MEDICAL, INC.

(Name of Registrant as Specified in Its Charter)

 

Richmond Brothers, Inc.

RBI Private Investment I, LLC

RBI Private Investment II, LLC

RBI PI Manager, LLC

Richmond Brothers 401(k) Profit Sharing Plan

David S. Richmond

Matthew J. Curfman

Norman J. Ravich Irrevocable Trust

Norman and Sally Ravich Family Trust

Alexander Coleman Ravich 1991 Irrevocable Trust

Alyssa Danielle Ravich 1991 Irrevocable Trust

Mark H. Ravich

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

 

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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 17, 2017

RICHMOND BROTHERS, INC. AND MARK H. RAVICH

___________________, 2017

Dear Fellow Rockwell Shareholder:

Richmond Brothers, Inc., Mark H. Ravich and the other participants in this solicitation (collectively, “Richmond Brothers” or “we”) are the beneficial owners of an aggregate of 6,147,006 shares of common stock, no par value per share (the “Common Stock”), of Rockwell Medical, Inc., a Michigan corporation (“Rockwell” or the “Company”), representing approximately 11.8% of the outstanding shares of Common Stock. For the reasons set forth in the attached Proxy Statement, we believe meaningful changes to the composition of the Board of Directors of the Company (the “Board”) are necessary in order to ensure that the Company is being run in a manner consistent with your best interests. We are seeking your support for the election of our nominee at the annual meeting of shareholders scheduled to be held at [_________], on [________], 2017 at [_:__ _.m., local time] (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”). We are seeking representation on the Board because we believe that the Board will benefit from the addition of a direct shareholder representative committed to good corporate governance practices and an objective of enhancing value for the benefit of all Rockwell shareholders. The individual that we have nominated is highly-qualified, capable and ready to serve the shareholders of Rockwell.

Our interests are fully aligned with the interests of all Rockwell shareholders. We believe that there is significant value to be realized at Rockwell. However, we are concerned that the Board is not taking the appropriate actions to address the Company’s continuing underperformance. Given the Company’s financial and stock price underperformance under the oversight of the current Board, we strongly believe that the Board must be reconstituted to ensure that the interests of the shareholders, the true owners of Rockwell, are appropriately represented in the boardroom, and that the Board takes the necessary steps to help the Company’s shareholders realize maximum value for their investment. The Company has a classified Board, which is currently divided into three (3) classes. The term of one (1) Class II director expires at the Annual Meeting. We are seeking your support at the Annual Meeting to elect our nominee in opposition to the Company’s director nominee for the class with terms ending in 2020. Your vote to elect our nominee will have the legal effect of replacing one (1) incumbent director with our nominee. If elected, our nominee will constitute a minority on the Board and there can be no guarantee that our nominee will be able to implement the actions that he believes are necessary to unlock shareholder value.

We urge you to carefully consider the information contained in the attached Proxy Statement and then support our efforts by signing, dating and returning the enclosed BLUE proxy card today. The attached Proxy Statement and the enclosed BLUE proxy card are first being furnished to the shareholders on or about ____________, 2017.

If you have already voted for the incumbent management slate, you have every right to change your vote by signing, dating and returning a later dated BLUE proxy card or by voting in person at the Annual Meeting.

 

 

Please be advised that, as explained in the attached Proxy Statement, Rockwell has filed a lawsuit against Richmond Brothers alleging certain violations of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Although we believe these allegations are meritless, part of Rockwell’s requested relief is that we could be enjoined from voting shares of Common Stock or soliciting proxies at the Annual Meeting depending on the court’s ruling. Please be advised that, depending on the outcome of the litigation, there is a risk that shares represented by a BLUE proxy card may not be voted or counted at the Annual Meeting.

If you have any questions or require any assistance with your vote, please contact Saratoga Proxy Consulting LLC, which is assisting us, at its address and toll-free numbers listed below.

  Thank you for your support,
   
   
  /s/ David S. Richmond and Mark. H. Ravich
   
   
  Richmond Brothers, Inc. and Mark H. Ravich

 

 

If you have any questions, require assistance in voting your BLUE proxy card,

or need additional copies of Richmond Brothers’ proxy materials,

please contact Saratoga at the phone numbers listed below.

 

 

Shareholders call toll free at (888) 368-0379

Email: info@saratogaproxy.com

 

 

 

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 17, 2017

2017 ANNUAL MEETING OF SHAREHOLDERS
OF
ROCKWELL MEDICAL, INC.

_________________________

PROXY STATEMENT
OF
RICHMOND BROTHERS, INC. AND MARK H. RAVICH

_________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY

Richmond Brothers, Inc. (“RB Inc.), RBI Private Investment I, LLC (“RBI PI”), RBI Private Investment II, LLC (“RBI PII”), RBI PI Manager, LLC (“RBI Manager”), Richmond Brothers 401(k) Profit Sharing Plan (“RBI Plan”), David S. Richmond, Matthew J. Curfman, Norman J. Ravich Irrevocable Trust (“NJR Trust”), Norman and Sally Ravich Family Trust (“NSR Trust”), Alexander Coleman Ravich 1991 Irrevocable Trust (“ACR Trust”), Alyssa Danielle Ravich 1991 Irrevocable Trust (“ADR Trust”) and Mark H. Ravich (collectively, “Richmond Brothers” or “we”) are significant shareholders of Rockwell Medical, Inc., a Michigan corporation (“Rockwell” or the “Company”), who collectively beneficially own an aggregate of 6,147,006 shares of common stock, no par value per share (the “Common Stock”), of the Company, representing approximately 11.8% of the outstanding shares of Common Stock. We believe that the Board of Directors of the Company (the “Board”) must be meaningfully reconstituted to ensure that the Board takes the necessary steps for the Company’s shareholders to realize the maximum value of their investments. We have nominated a director candidate who is fully committed to representing the best interests of shareholders and exploring all opportunities to unlock shareholder value. We are seeking your support at the annual meeting of shareholders scheduled to be held at [_________], on [________], 2017 at [_:__ _.m., local time] (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”), for the following:

1.

To elect Richmond Brothers’ director nominee, Mark H. Ravich (the “Nominee”), to the Board as a Class II director to serve until the 2020 annual meeting of shareholders and until his successor is duly elected and qualified;

2.To hold a non-binding advisory vote on the compensation of the Company’s named executive officers;
3.To hold a non-binding advisory vote on the frequency of shareholder advisory votes on the compensation of the named executive officers;
4.To hold a vote on the approval of the Company’s 2017 Long Term Incentive Plan (the “2017 LTIP”);
5.To ratify the selection of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for 2017; and
6.To transact such other business as may properly come before the Annual Meeting.

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The participants in this solicitation intend to vote the shares over which they exercise voting discretion1 FOR the election of the Nominee, AGAINST the approval of the advisory vote on the compensation of the Company’s named executive officers, ONE YEAR with respect to the advisory vote on the frequency of shareholder advisory votes on the compensation of the named executive officers, AGAINST the approval of the 2017 LTIP, and FOR the ratification of the selection of Plante & Moran, PLLC as the independent registered public accounting firm of the Company for the 2017 fiscal year, as described herein.

As of the date hereof, the participants in this solicitation collectively beneficially own 6,146,846 shares of Common Stock (the “Richmond Brothers Group Shares”). We intend to vote1 such shares FOR the election of the Nominee, AGAINST the approval of the advisory vote on the compensation of the Company’s named executive officers, ONE YEAR with respect to the advisory vote on the frequency of shareholder advisory votes on the compensation of the named executive officers, AGAINST the approval of the 2017 LTIP, and FOR the ratification of the selection of Plante & Moran, PLLC as the independent registered public accounting firm of the Company for the 2017 fiscal year, as described herein. 

The Company has set the close of business on [_______ __], 2017 as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”). The mailing address of the principal executive offices of the Company is 30142 Wixom Road, Wixom, Michigan 48393. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. According to the Company, as of the Record Date, there were 52,057,711 shares of Common Stock outstanding.

THIS SOLICITATION IS BEING MADE BY RICHMOND BROTHERS AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH RICHMOND BROTHERS IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED BLUE PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

RICHMOND BROTHERS URGES YOU TO SIGN, DATE AND RETURN THE BLUE PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMINEE.

IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting—This Proxy Statement and our BLUE proxy card are available at [http://www._______]
______________________________

 

1 The participants technically do not have the power to vote the shares held in the Separately Managed Accounts (as defined below) because RB Inc. does not vote proxies for its clients; however, if RB Inc. recommends that shares be voted in a particular way, it is generally understood that its clients would follow the recommendation.

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IMPORTANT

Your vote is important, no matter how few shares of Common Stock you own. Richmond Brothers urges you to sign, date, and return the enclosed BLUE proxy card today to vote FOR the election of the Nominee and in accordance with Richmond Brothers’ recommendations on the other proposals on the agenda for the Annual Meeting.

·If your shares of Common Stock are registered in your own name, please sign and date the enclosed BLUE proxy card and return it to Richmond Brothers, c/o Saratoga Proxy Consulting LLC (“Saratoga”), in the enclosed postage-paid envelope today.
·

If your shares of Common Stock are held in a brokerage account or bank, you are considered the beneficial owner of the shares of Common Stock, and these proxy materials, together with a BLUE voting form, are being forwarded to you by your broker or bank. As a beneficial owner, if you wish to vote, you must instruct your broker, trustee or other representative how to vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions.

·Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed voting form.

Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our Nominee only on our BLUE proxy card. So please make certain that the latest dated proxy card you return is the BLUE proxy card.

 

If you have any questions, require assistance in voting your BLUE proxy card,

or need additional copies of Richmond Brothers’ proxy materials,

please contact Saratoga at the phone numbers listed below.

 

 

Shareholders call toll free at (888) 368-0379

Email: info@saratogaproxy.com

 

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Background to the Solicitation

The following is a chronology of events leading up to this proxy solicitation:

·The members of Richmond Brothers are long-term shareholders of Rockwell, some of whom initially invested in the Company approximately 15 years ago.
·Beginning in early 2016, Mark H. Ravich had discussions with David S. Richmond, Chris Paxos, Jay F. Joliat, David Hagelstein and a now-deceased shareholder, among others, regarding the performance of the Company and its issues. Mr. Ravich asked the other shareholders to join with him in corresponding with the Company, and thereafter sent several letters and emails expressing their common concerns to the Company’s Chairman and CEO, Robert L. Chioini. Such parties were like-minded shareholders who shared certain concerns and had suggestions for Mr. Chioini to consider in his capacity as the Company’s CEO. Collective communications began on February 4, 2016 and ceased March 4, 2016.
·On March 14 and 16, 2016, Mr. Richmond sent Mr. Chioini email correspondence regarding Mr. Chioini’s invitation to meet individually with Mr. Richmond at the Company’s headquarters.
·In late March 2016, Mr. Richmond met with Mr. Chioini at the Company’s headquarters.
·In April 2016, Mr. Richmond individually sent several communications to Mr. Chioini regarding his ongoing concerns and suggestions for the Company, including that the Company consider adding an independent director to the Board.
·In June 2016, the Company held its 2016 annual meeting of shareholders (the “2016 Annual Meeting”) without any of the members of Richmond Brothers attempting to influence the voting or withholding of proxies.
·On June 23, 2016, the Company filed a Form 8-K disclosing that, effective June 22, 2016, the size of the Board was increased to five members and Dr. Robin L. Smith was appointed as a director of the Company. The Company did not disclose which class of directors Dr. Smith was appointed to.
·On September 19, 2016, Mr. Richmond emailed Mr. Chioini seeking to arrange a meeting. Mr. Richmond followed up on September 22, 2016 reiterating his request for a meeting.
·On October 3, 2016, Mr. Richmond received a response from Mr. Chioini indicating that a meeting was not appropriate at this time. Mr. Richmond responded on the same day expressing his disappointment that the Company would ignore its largest shareholder and reiterated that he would like to meet with management to understand the Company’s vision for the future.
·On February 20, 2017, certain members of Richmond Brothers entered into a Group Agreement (the “Group Agreement”) pursuant to which such parties agreed, among other things, to (i) engage in discussions with the Company regarding means to enhance shareholder value and the corporate governance of the Company, (ii) take all other action necessary to achieve the foregoing and (iii) take any other actions the group determines to undertake in connection with their respective investments in the Company.
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·On February 21, 2017, Richmond Brothers filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) disclosing beneficial ownership in approximately 11.9% of the Company’s outstanding shares of Common Stock. In the Schedule 13D, Richmond Brothers disclosed its intention to engage in discussions with the Company’s management team, the Board, shareholders of the Company and other interested parties regarding the Company’s capital allocation, corporate governance (including Board composition), operations, strategic plans and other means to enhance shareholder value.
·On March 1, 2017, Mr. Ravich, on behalf of himself and the other members of Richmond Brothers, delivered a letter (the “Nomination Letter”) to the Company, in accordance with its Bylaws, nominating Mark H. Ravich and David S. Richmond for election to the Board at the Annual Meeting. In the Nomination Letter, Mr. Ravich stated his belief that the terms of at least one, and as many as two, Class II directors currently serving on the Board expire at the Annual Meeting following the Company’s appointment of Dr. Smith to the Board in June 2016. To the extent that only one seat is up for election at the Annual Meeting, Mr. Ravich stated that he will withdraw one of his nominees.
·

On March 2, 2017, Richmond Brothers issued a press release announcing the delivery of the Nomination Letter. In the press release, Richmond Brothers expressed its belief that the Company’s continuous strategic and execution failures and weak corporate governance have led to years of underperformance. Richmond Brothers noted that the Company has failed to monetize its promising drugs Triferic and Calcitriol and expressed its concerns that the incumbent Board and management team continue to ignore the best interests of shareholders. Richmond Brothers explained that after its efforts to engage in constructive dialogue with the Board and management team were, in Richmond Brothers’ opinion, repeatedly rebuffed, Richmond Brothers felt it was left with no choice other than to nominate candidates for election to the Board. Also on March 2, 2017, Richmond Brothers filed an amendment to its Schedule 13D disclosing the delivery of the Nomination Letter and the issuance of the press release.

·Also on March 2, 2017, the Company issued a press release announcing that David T. Domzalski has been nominated to the Board and will replace director Kenneth L. Holt, who the Company announced will not be standing for re-election at the Annual Meeting.
·Also on March 2, 2017, a representative of Rockwell contacted Richmond Brothers’ legal counsel and advised that the Company is prepared to file a lawsuit against Richmond Brothers and others alleging violations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, if Richmond Brothers proceeded with its nomination.
·On March 3, 2017, a representative of Rockwell had a discussion with Richmond Brothers’ legal counsel advising that Rockwell is likely to file a lawsuit against Richmond Brothers the following week and thus encouraged Richmond Brothers to abandon its nomination.
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·Also on March 3, 2017, Richmond Brothers sent a private letter to Mr. Chioini noting its belief that Mr. Domzalski’s nomination was clearly a defensive and reactionary approach to Richmond Brothers’ public involvement at Rockwell. Richmond Brothers reiterated its belief that the Company should be more responsive to shareholder concerns regarding specific governance issues such as executive compensation, the composition of the Board and transparent communications with investors. Richmond Brothers requested an opportunity to discuss its concerns with Mr. Chioini and made clear that it desires to engage constructively with the Board.

·On March 7, 2017, Mr. Richmond and Mr. Chioini engaged in a telephone conversation. During the conversation, Mr. Chioini informed Mr. Richmond that Rockwell would not initiate litigation against Richmond Brothers if the Nomination Letter is withdrawn and Richmond Brothers agrees not to nominate or otherwise seek to influence management or the Board for at least the next 12 to 24 months.
·On March 8, 2017, Richmond Brothers responded to Mr. Chioini’s offer by explaining its belief that if the Company initiates litigation against Richmond Brothers, it will reaffirm its belief that Mr. Chioini and the other members of the Board will do whatever it takes to insulate and entrench themselves against the will of the Company’s shareholders - the true owners of the Company. Richmond Brothers called on the Company to run a fair election with no litigation by either side and let the cards fall where they may; however, Richmond Brothers made clear that it will vigorously defend itself if necessary.
·Also on March 8, 2017, the Company filed suit in the Eastern District of Michigan against, amongst others, Messrs. Ravich and Richmond, alleging violations of Exchange Act Sections 13(d) and (g), 15 U.S.C. §78m, and the rules promulgated thereunder (the “Michigan Action”). The Complaint in the Michigan Action names as defendants the following individuals and entities (collectively, the “Defendants”):
oDavid S. Richmond, Matthew J. Curfman, Richmond Brothers, Inc., RBI Private Investment I, LLC, RBI PI Manager, LLC and Richmond Brothers 401(k) Profit Sharing Plan (collectively, the “Richmond Defendants”);
oMark H. Ravich, Norman J. Ravich Irrevocable Trust, Norman and Sally Ravich Family Trust, Alexander Coleman Ravich 1991 Irrevocable Trust and Alyssa Danielle Ravich 1991 Irrevocable Trust (collectively, the “Ravich Defendants”);
oChris Paxos;
oJay F. Joliat; and
oDavid Hagelstein.

Specifically, the Complaint states two causes of action (Counts I and III) against all of the Defendants:

oCount I alleges that the Defendants violated Section 13(d) of the Exchange Act by failing to timely disclose in early 2016 that they had collectively acquired in excess of 5% of the Company’s shares and entered into an agreement to act in concert with respect to their collective holdings; and
oCount III alleges that the Defendants violated Section 13(d) of the Exchange Act when the Richmond Defendants and Ravich Defendants filed a Schedule 13D in February 2017, because the Schedule 13D does not disclose an alleged group between and among all Defendants.

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In the alternative to Count I, the Complaint contains a separate cause of action (Count II) alleging that the Richmond Defendants and the Ravich Defendants violated Section 13(d) of the Exchange Act by failing to timely disclose that they had collectively acquired in excess of 5% of the Company’s shares and entered into an agreement to act in concert with respect to their collective holdings as of 2016, i.e. at some point earlier than their filing in February 2017.

Finally, in Count IV of the Complaint, the Company alleges that David S. Richmond and Richmond Brothers, Inc. violated Sections 13(d) and (g) of the Exchange Act by filing a false, misleading and incomplete Schedule 13G on May 6, 2016 and October 7, 2016, and by failing to file a Schedule 13D (prior their the February 2017 filing).

·On March 9, 2017, Richmond Brothers issued a press release responding to the Michigan Action. Richmond Brothers explained its belief that the allegations are baseless and untrue, and that Richmond Brothers believes that the lawsuit epitomizes the current Board and management team’s efforts to entrench themselves.
·On March 15, 2017, Rockwell reported fourth quarter 2016 and full-year 2016 results.
·On March 16, 2017, Richmond Brothers issued a press release commenting on the Company’s earnings announcement. Richmond Brothers explained that it remains discouraged by Rockwell’s failure to execute and the continued delay in bringing Triferic to market. Richmond Brothers was further dismayed that shareholders were denied an opportunity to ask questions during the earnings call, reinforcing, in Richmond Brothers’ opinion, the need for increased transparency with investors. Richmond Brothers further stated its belief that the Company’s more transparent update regarding its drug pipeline is a reactive response to Richmond Brothers’ public pressure.
·On March 17, 2017, Richmond Brothers filed an amendment to its Schedule 13D disclosing the Michigan Action, including attaching a copying of the Complaint. Richmond Brothers further explained that the Company’s allegations are largely based on various communications from the Defendants directed to Mr. Chioini, beginning in February 2016. Richmond Brothers also attached such communications, which were intended to encourage the Company to voluntarily take action to improve its communications with shareholders and better its corporate governance practices, to the amendment to its Schedule 13D. Richmond Brothers further disclosed its belief that the Company should be considering all means to enhance shareholder value, and in furtherance of such, Richmond Brothers intends to communicate with private equity firms and other interested parties regarding means to enhance shareholder value.
·On March 21, 2017, Richmond Brothers filed a memorandum in opposition to Rockwell’s motion for leave to conduct limited expedited discovery in the Michigan Action.
·On March 22, 2017, Richmond Brothers issued a press release further commenting on the Michigan Action. Richmond Brothers reiterated its belief that it did not violate any securities laws and strongly disputed the allegations the Company makes in its lawsuit. Richmond Brothers explained its belief that the lawsuit is nothing more than an attempt by Rockwell to create a sideshow and distract attention away from the real issues at hand, including the disappointing performance, management inexperience, lack of successful execution and subpar corporate governance that have persisted under Mr. Chioini’s leadership.
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·On March 23, 2017, Richmond Brothers filed an amendment to its Schedule 13D disclosing that, on March 21, 2017, RBI PII entered into a Joinder Agreement (the “Joinder Agreement”) to the Group Agreement, pursuant to which it agreed to be bound by the terms and conditions set forth therein.
·On March 24, 2017, Magistrate Judge Mona K. Majzoub issued a ruling in the United States District Court in the Eastern District of Michigan denying the Company’s motion for leave to conduct limited expedited discovery. The Company has filed an objection to the ruling.
·On April 3, 2017, the Company filed its preliminary proxy statement in connection with the Annual Meeting, in which it announced certain changes to its corporate governance practices in apparent response to Richmond Brothers’ public involvement.
·On April 5, 2017, Rockwell dismissed Mr. Hagelstein from the Michigan Action.
· Also on April 5, 2017, Richmond Brothers filed its preliminary proxy statement in connection with the Annual Meeting.
· On April 6, 2017, Richmond Brothers issued a press release announcing the filing of its preliminary proxy statement and expressing its belief that the recently announced changes to Rockwell’s corporate governance practices appear to be in response to Richmond Brothers’ public involvement with the Company. Richmond Brothers also criticized the proposed 2017 LTIP that included an “evergreen” provision that would enable Rockwell to potentially issue over 29 million shares of Common Stock under the 2017 LTIP (without additional shareholder approval) during its 10-year life, if not more, which amounts to approximately 56% of the Company’s currently outstanding shares. Richmond Brothers made clear its belief that this would represent a completely unacceptable level of potential dilution for shareholders.
· On April 7, 2017, Richmond Brothers sent an update to its clients regarding its efforts with respect to Rockwell and providing an update on the Michigan Action.
·On April 10, 2017, Rockwell dismissed Mr. Paxos from the Michigan Action.
· On April 17, 2017, the Company filed a revised preliminary proxy statement that removed the “evergreen” provision from the 2017 LTIP, apparently in response to Richmond Brothers’ public criticism of the plan.

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REASONS FOR THE SOLICITATION

WE BELIEVE THAT SIGNIFICANT IMPROVEMENT TO
ROCKWELL’S BOARD IS NEEDED NOW

As long-time shareholders of the Company, the members of Richmond Brothers have conducted extensive due diligence on the Company. In doing so, we have carefully analyzed the Company’s operating and financial performance, its corporate governance, and the competitive landscape in the biopharmaceutical industry in which it operates. We have also attempted to engage in a meaningful dialogue with the Board and management team – including multiple attempts over several years – to discuss our concerns and the opportunities that we believe are available to create value for the benefit of all shareholders.

 

We believe that our knowledge of the Company’s business has given us a solid foundation for analyzing the Company’s strategic initiatives and the incumbent Board and management team’s ability to execute on these strategies, the degree to which the Company exhibits – or does not exhibit – good corporate governance, and the value-enhancing opportunities available to the Company. Unfortunately, the Company’s Board has, in our view, overseen a lengthy period of poor stock price performance, poor execution, a failure to drive shareholder value creation and terrible corporate governance.

 

After our efforts to engage in constructive dialogue with the Board and management team were repeatedly rebuffed, we felt we were left with no choice other than to nominate an independent candidate for election to the Board, who we believe will be a strong voice in support of improved corporate governance, communication with shareholders and drive for increased shareholder value.

 

We Are Concerned with the Company’s Stock Price Underperformance

 

We believe shareholders should be seriously concerned with the Company’s poor stock price performance. As shown in the chart below, the Company has delivered negative returns – and has significantly underperformed the NASDAQ Biotechnology Index (INDEXNASDAQ: NBI) (the “NBI Index”) – over the past one, three, five and ten-year periods.2

 

Total Shareholder Return

 

  1-Year 3-Year 5-Year 10-Year
RMTI -24.2% -52.5% -38.6% -21.8%
NBI Index 12.5% 12.4% 151.2% 293.2%
RMTI Underperformance -36.7% -64.9% -189.8% -315%
Source: Bloomberg        

 

We believe that the Company’s poor stock price performance stems from numerous problems that have dogged the Company under the Board’s oversight and under the leadership of Chairman and CEO Robert Chioini, including a failure to execute against key strategic initiatives, a failure to monetize the Company’s promising drug pipeline, a reluctance to communicate openly with shareholders and abysmal corporate governance – including excessive executive compensation practices. These shortcomings, we believe, have contributed to the Company’s total shareholder return lagging the NBI Index by approximately 315% over the past 10 years.

 

 

2 Reflects total returns for the trailing 1-, 3-, 5-, and 10-year periods through February 20, 2017 (the day prior to Richmond Brothers’ public involvement with respect to the Company).

 

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It is evident to us that the significant destruction of shareholder value that has persisted over the near and long term under the leadership of the incumbent Board warrants change in the boardroom.

 

We Are Concerned with the Company’s Poor Corporate Governance Practices and Limitations of Shareholder Rights

 

We believe that the Company’s poor corporate governance has severely limited the ability of shareholders to seek effective and meaningful change at the Company. The Board is classified into three separate classes, meaning its directors are only subject to re-election by shareholders once every three years. We believe that the ability of shareholders to select directors each year is an important check on the performance of the Board and is essential to allow shareholder input on the trajectory of the Company and ensuring the best individuals are on the Board to oversee their investment. It is our view that the Board’s current classified structure hinders shareholders’ ability to regularly and effectively evaluate directors’ performances and both insulates and entrenches the incumbent directors.

 

Other corporate governance provisions that are problematic, in our view, include the fact that the Company requires action by written consent to be unanimous unless the proposed action is pre-approved by the Board, and the fact that the Company permits shareholders to call special meetings only upon the request of a majority of the outstanding shares. These provisions severely hamper the ability of shareholders to seek effective change between annual meetings. We believe it is contrary to good corporate governance practices for the Board to utilize Rockwell’s corporate machinery to insulate itself from the Company’s shareholders. Others have taken notice as well – for at least the past two years, leading proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) has assigned Rockwell its worst rating for corporate governance.3

 

We believe that the long tenure of many of the Company’s directors demonstrates the degree to which the current Board is entrenched. Of the Company’s five current directors, three have been on the Board for 17 years and a fourth has been a member for more than 11 years.4 From the foregoing, we believe it is apparent that the current Board has not proactively and continuously added new talent to the Board (or addressed other corporate governance shortcomings) absent shareholder intervention. Indeed, we believe that recent announcements such as naming a Lead Independent Director, nominating a new Board member, forming a Governance and Nominating Committee and implementing a majority voting policy are purely reactive actions by the Company based on wanting to win a proxy contest, rather than an altruistic desire to make much-needed improvements at the Company. Given that Rockwell failed to take any meaningful action to improve its corporate governance practices after ISS recommended a WITHHOLD vote with respect to Rockwell’s directors standing for reelection at its past two annual meetings, we are led to believe that when left to its own devices, the Company is not interested in making proactive change absent a looming proxy contest. Simply put, we do not believe that the Company would have implemented its recent corporate governance enhancements without our involvement.

 

 

3 As of April 4, 2017, the Company maintained an ISS QualityScore of 10, the worst possible score on a scale of 1 to 10, indicating the highest governance risks, and had similarly been assigned a score of 10 by ISS in its benchmark reports for the Company’s past two annual meetings.

4 Richmond Brothers acknowledges that following the Annual Meeting, two directors will have served on the Board for 17 years and a third will have been a member for more than 11 years as a result of Mr. Holt not standing for reelection at the Annual Meeting.

 

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We are also concerned with Mr. Chioini’s dual position as Chairman and CEO of the Company, which we believe is a factor in the Board’s ineffective oversight of the Company. Separating the roles of Chairman and CEO is broadly considered a corporate governance best practice as it promotes oversight of risk, curbs conflicts of interests and more effectively manages the relationship between the Board and management. Conversely, combining the Chairman and CEO roles is largely considered by governance experts and commentators to be a governance flaw because of the undue concentration of control and the inherent conflicts.

 

We Are Concerned with the Company’s Executive Compensation Practices

 

We believe that the Company has exhibited egregious executive compensation practices, which – in our view – reward potential (and the passage of time) rather than actual results. Chairman and CEO Chioini’s compensation is significantly above industry standards and he has been granted excessive short-dated stock options – taking advantage of the low stock price we believe he helped create – despite the Company’s poor performance.

 

While public shareholders were significantly diluted by what we believe is appropriately described as the Company’s “botched” financing in 2013 (where the Company allowed itself to run so low on funds that short sellers were able to run a classic liquidity squeeze short on the Company), Mr. Chioini has managed to more than make up for this dilution via his excessive option grants. According to the Company’s proxy statement, at year-end 2016, Mr. Chioini possessed 2,483,331 exercisable options at various execution prices and an additional 766,669 options that have not vested yet, not to mention the 1,140,000 options that Mr. Chioini has exercised since June 2013 alone.5

 

We believe it is clear that Rockwell’s compensation practices have been nothing short of abysmal over the years. ISS has repeatedly raised high levels of concern with respect to the alignment of CEO pay and the Company’s performance. Despite the Company’s poor performance as noted above, Mr. Chioini’s pay was 5.49 times the median of Rockwell’s peers in 2014 and 4.61 times the median of its peers in 2015.6 As such, we find the Company’s disclosure in its proxy statement that it has historically “considered the practices of [its] peers and market pay practice when setting compensation for [its] NEOs” to be quite amusing. Did the Company consider and disregard such information? Although executive compensation was lower in 2016, whether that being a product of shareholders defeating the Company’s compensation plan (the “2016 LTIP”) at the 2016 Annual Meeting or management’s fear of facing an advisory vote on executive compensation for the first time in three years, it does not change the fact that a significant amount of value has been transferred to insiders over the years.

 

Speaking of the 2016 LTIP that was voted down by shareholders at the 2016 Annual Meeting, we believe in large part due to the significant potential value transfer it contemplated, the 2017 LTIP as approved by the Board and initially proposed to shareholders had the potential to be far worse for shareholders and more enriching for insiders. The 2016 LTIP sought to reserve a total of 7,500,000 shares for issuance under its proposed 10-year life. Meanwhile, the 2017 LTIP that was adopted by the Board on March 1, 2017 and unanimously recommended for shareholder approval by the Board in the Company’s preliminary proxy statement had the potential to reserve far more shares for issuance. The 2017 LTIP in the form initially adopted by the Board was an “evergreen” plan that would allow the shares reserved for issuance under the 2017 LTIP to be automatically increased by as much as 4% of the total number of outstanding shares each calendar year. Taking into account the 5,000,000 shares initially proposed to be reserved under the 2017 LTIP and the automatic increase, based on the current number of shares outstanding, we believe there could have potentially been over 29 million shares issued under the plan during its 10-year life, if not more. We firmly believed this potential amount of dilution was simply unacceptable and criticized the proposed plan in both our preliminary proxy statement filed on April 5, 2017 and the press release we issued on April 6, 2017. It was not until after we exposed the extreme potential level of dilution under the version of the 2017 LTIP adopted by the Board on March 1, 2017 and unanimously recommended for shareholder approval by the Board on April 3, 2017 that the Board amended the 2017 LTIP to remove the “evergreen” provision. We consider the removal of the “evergreen” provision from the 2017 LTIP to be a victory for shareholders directly attributed to our campaign, but also just the latest example of the need for direct shareholder representatives in the boardroom who will champion shareholders’ best interests.

 

We are concerned that the Company’s poor compensation practices will persist until public shareholders have a voice in the boardroom.

 

 

5 Information derived from Rockwell’s proxy statement and Form 4 filings made by Mr. Chioini.

6 According to ISS reports from Rockwell’s past two annual meetings.

 

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We Are Concerned with the Company’s Failure to Monetize its Promising Drug Candidates and Lack of Transparency with Shareholders

 

We are concerned that the Company has not been able to monetize its promising drug candidates and that the Company has been reluctant to communicate with shareholders around the progress of its drug pipeline.

 

In our view, the Company’s management has been running the Company in an opaque manner that makes it extremely difficult to recognize its true potential. In fact, we cannot recall the Company discussing its drug pipeline in any level of particularity prior to its earnings call on March 15, 2017, which we believe was a purely reactionary response to our public pressure. Nevertheless, we believe more is left to be done and that the investing public would benefit from information regarding a detailed timeline for bringing the Company’s drugs to market, cost data and the size of the market opportunity.

 

It has now been over two years since the approval of Triferic, the Company’s new FDA-approved iron maintenance drug, and more than three years since the approval of Calcitriol, the Company’s vitamin D drug. The Company has so far failed to generate any material sales from either of these drugs despite the fact that they are approved. We believe this clearly calls into question management’s strategy and competency to successfully build shareholder value.

 

With regard to Triferic, the Company has never publicly defined the size of the markets of other indications for which Triferic can be used. Additionally, management has failed to put forth a plan and timeline for achieving success in these markets. Furthermore, we believe that the Company has not aggressively developed opportunities for licensing Triferic throughout the world or been sufficiently proactive in developing Triferic for other indications.

 

With regard to Calcitriol specifically, in February 2017 the Company announced that once again it had failed to get FDA approval to manufacture this drug and would have to start that process over, which will cause a delay of at least four to six months.

 

In our view, the Company’s historical lack of transparency about its drug pipeline and future potential value creation opportunities has adversely impacted the Company’s share price performance. If elected, our Nominee will seek to encourage improved communications with shareholders.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company currently has a classified Board, which is divided into three (3) classes. The directors in each class are elected for terms of three (3) years so that the term of office of one (1) class of directors expires at each annual meeting of shareholders. Based on the Company’s proxy statement, we believe that the term of one (1) Class II director expires at the Annual Meeting. We are seeking your support at the Annual Meeting to elect our Nominee in opposition to the Company’s director nominee for a term ending in 2020. Your vote to elect the Nominee will have the legal effect of replacing one (1) incumbent director of the Company with the Nominee. If elected, the Nominee will represent a minority of the members of the Board, and therefore it is not guaranteed that he will be able to implement any actions that he may believe are necessary to enhance shareholder value, as described in further detail above.

THE NOMINEE

The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five (5) years of the Nominee. The nomination was made in a timely manner and in compliance with the applicable provisions of the Company’s governing instruments. The specific experience, qualifications, attributes and skills that led us to conclude that the Nominee should serve as directors of the Company are set forth above in the section entitled “Reasons for the Solicitation” and below. This information has been furnished to us by the Nominee. The Nominee is a citizen of the United States of America.

Mark H. Ravich, age 64, currently serves as President of Tri-Star Management, Inc., a commercial real estate management and syndication company that he co-founded in 1998. Mr. Ravich has also served as a director of Orchids Paper Products Company (NYSEMKT:TIS), a national supplier of high quality consumer tissue products, since February 2013, where he also serves as Chairman of its Governance Committee and a member of its Audit Committee. Mr. Ravich has also served as a director of each of MR Instruments, Inc., an independent designer and manufacturer of advanced MRI Radiofrequency coils, since June 2004, and Dilon Technologies Inc., a designer and manufacturer of medical imaging solutions, since October 2010. Previously, from 1990 until its sale in 1998, Mr. Ravich served as the Chief Executive Officer and a director of Universal International, Inc., a wholesale retail company, where he also led its IPO. From 1978 to 1990, Mr. Ravich was a developer of commercial real estate where he was involved with all aspects of development, finance, construction, marketing, leasing and management of various commercial, industrial, office and multi-family real estate projects. Mr. Ravich began his career in 1975 as an account officer at Citibank N.A., where he made real estate construction loans to national real estate developers. Mr. Ravich also currently serves as a board advisor to Scidera Inc., a provider of clinical laboratory testing services, and is the chief manager of various real estate entities. Mr. Ravich graduated Magna Cum Laude from the Wharton School of the University of Pennsylvania with a BSE and an MBA degree with a major in finance.

Richmond Brothers believes that Mr. Ravich’s prior board experience coupled with his financial expertise will make him a valuable addition to the Board.

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The principal business address of Mr. Ravich is 600 South Highway 169, Suite 1660, St. Louis Park, Minnesota 55426.

As of the date hereof, Mr. Ravich directly beneficially owns 354,750 shares of Common Stock, including 70,000 shares underlying certain call options. In addition, as the trustee of each of the NJR Trust, NSR Trust, ACR Trust and ADR Trust (collectively, the “Ravich Trusts”), Mr. Ravich may be deemed the beneficial owner of the 112,900 shares of Common Stock beneficially owned in the aggregate by the Ravich Trusts, as further explained elsewhere in this Proxy Statement. For information regarding transactions in securities of the Company during the past two years by Mr. Ravich and the Ravich Trusts, please see Schedule I.

The Nominee may be deemed to be a member of the Group for the purposes of Section 13(d)(3) of the Exchange Act. The Nominee specifically disclaims beneficial ownership of the securities of the Company that he does not directly own. For information regarding purchases and sales during the past two (2) years by the Nominee and by the members of the Group of securities of the Company, see Schedule I.

On February 20, 2017, RB Inc., RBI PI, RBI Manager, RBI Plan, the Ravich Trusts and Messrs. Richmond, Ravich and Curfman entered into the Group Agreement pursuant to which such parties agreed, among other things, to (i) engage in discussions with the Company regarding means to enhance shareholder value and the corporate governance of the Company and (ii) the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company to the extent required by applicable law. On March 21, 2017, RBI PII entered into the Joinder Agreement to the Group Agreement, pursuant to which it agreed to be bound by the terms and conditions set forth therein, including the obligations of a member of the group and the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.

Other than as stated herein, there are no arrangements or understandings between the members of the Group or any other person or persons pursuant to which the nomination of the Nominee described herein is to be made, other than the consent by the Nominee to be named in this Proxy Statement and to serve as a director of the Company if elected as such at the Annual Meeting. Other than as stated herein, the Nominee is not a party adverse to the Company or any of its subsidiaries and does not have a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceeding.

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The Nominee presently is, and if elected as a director of the Company, the Nominee would, in our view, be, an “independent director” within the meaning of (i) applicable NASDAQ listing standards applicable to board composition, including Rule 5605(a)(2), and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. The Nominee is not a member of the Company’s compensation, nominating or audit committee; the Nominee would, in our view, be deemed independent under any such committee’s applicable independence standards.

We do not expect that the Nominee will be unable to stand for election, but, in the event the Nominee is unable to serve or for good cause will not serve, the shares of Common Stock represented by the enclosed BLUE proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Bylaws and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, we would identify and properly nominate such substitute nominee(s) in accordance with the Bylaws and shares of Common Stock represented by the enclosed BLUE proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting.

WE URGE YOU TO VOTE “FOR” THE ELECTION OF THE NOMINEE ON THE ENCLOSED BLUE PROXY CARD.

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PROPOSAL NO. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As discussed in further detail in the Company’s proxy statement, the Company is asking shareholders to indicate their support for the compensation of the Company’s named executive officers. This proposal, commonly known as a “Say on Pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in the Company’s proxy statement. Accordingly, the Company is asking shareholders to vote for the following resolution:

“Resolved, that the shareholders approve, on an advisory basis, the compensation paid to the Company’s NEOs as disclosed in ‘Compensation of Executive Officers and Directors,’ including the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in [the Company’s] proxy statement.”

As disclosed in the Company’s proxy statement, the shareholder vote on the Say on Pay proposal is an advisory vote only and is not binding on the Board; however, the Company has disclosed that the Board and the Compensation Committee of the Board will consider the outcome of the vote when making future executive compensation arrangements for the Company’s named executive officers.

As explained in the “Reasons for the Solicitation” section above, Richmond Brothers is concerned by Rockwell’s compensation practices, including the historical lack of alignment between pay and performance, and encourages shareholders to vote against this Say on Pay proposal.

WE RECOMMEND A VOTE AGAINST THE SAY ON PAY PROPOSAL AND INTEND TO VOTE OUR SHARES “AGAINST” THIS PROPOSAL.

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PROPOSAL NO. 3

ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

As discussed in further detail in the Company’s proxy statement, applicable rules require the Company to include, at least once every six years, an advisory vote regarding how often shareholders wish to cast the advisory vote on executive compensation. In casting their advisory vote, shareholders may indicate their preference on whether the advisory vote on executive compensation should be held every one, two or three years, or may abstain from voting.

As disclosed in the Company’s proxy statement, the shareholder vote on the frequency of the advisory vote on executive compensation is non-binding, meaning that the Board will not be obligated to take any actions or to adjust the frequency of the advisory vote on executive compensation as a result of the vote. Although the vote is non-binding, the Company has disclosed that the Board will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation. The Company further disclosed that the Board may decide that it is in the best interests of the Company’s shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by shareholders. The Company indicated that the next “Say on Pay” advisory vote will be at the 2020 annual meeting unless the Board changes the frequency following the advisory vote on the proposal relating to the frequency of the “Say on Pay” vote.

We believe that conducting the advisory vote on executive compensation every year is appropriate for the Company because it provides shareholders the opportunity to provide frequent feedback on the Company’s overall compensation philosophy, design and implementation.

WE RECOMMEND A VOTE FOR “ONE YEAR” WITH RESPECT TO THE ADVISORY VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION VOTE AND INTEND TO VOTE OUR SHARES FOR “ONE YEAR” ON THIS PROPOSAL.

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PROPOSAL NO. 4

APPROVAL OF THE COMPANY’S 2017 LONG TERM INCENTIVE PLAN

As discussed in further detail in the Company’s proxy statement, the Board adopted the Rockwell Medical, Inc. 2017 Long Term Incentive Plan, or 2017 LTIP, on March 1, 2017, subject to the approval of the Company’s shareholders. Accordingly, the Company is asking shareholders to approve the 2017 LTIP.

As disclosed in the Company’s proxy statement, the Company’s current equity-based compensation plan, the 2007 Long Term Incentive Plan, as amended, expired on April 11, 2017, and if the 2017 LTIP is not approved by shareholders, the Company will have no ability to use equity-based compensation for its executives.

As noted in the “Reasons for the Solicitation” section above, the 2017 LTIP that was adopted by the Board on March 1, 2017 and unanimously recommended for shareholder approval by the Board had the potential to be far worse for shareholders and more enriching for insiders than the 2016 LTIP that shareholders defeated at the 2016 Annual Meeting. The 2017 LTIP in the form initially adopted by the Board was an “evergreen” plan that would have allowed the shares reserved for issuance under the 2017 LTIP to be automatically increased by as much as 4% of the total number of outstanding shares each calendar year. Taking into account the 5,000,000 shares initially proposed to be reserved under the 2017 LTIP and the automatic increase, based on the current number of shares outstanding, we believe there could have potentially been over 29 million shares issued under the plan during its 10-year life, if not more. We firmly believed this potential amount of dilution was simply unacceptable and criticized the proposed plan in both our preliminary proxy statement filed on April 5, 2017 and the press release we issued on April 6, 2017. It was not until after we exposed the extreme potential level of dilution under the version of the 2017 LTIP adopted by the Board on March 1, 2017 and unanimously recommended for shareholder approval by the Board on April 3, 2017 that the Board amended the 2017 LTIP to remove the “evergreen” provision. With the removal of the “evergreen” provision, there will be 5,000,000 shares reserved for issuance under the 2017 LTIP if it is approved.

Although we consider the removal of the “evergreen” provision to be a victory for shareholders, without a direct shareholder representative on the Board to oversee the administration of the 2017 LTIP, we encourage our fellow shareholders to vote against approval of the 2017 LTIP.

WE RECOMMEND A VOTE AGAINST THE APPROVAL OF THE 2017 LTIP AND INTEND TO VOTE OUR SHARES “AGAINST” THIS PROPOSAL.

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PROPOSAL NO. 5

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As discussed in further detail in the Company’s proxy statement, the Audit Committee of the Board has selected Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The Company is submitting the selection of Plante & Moran, PLLC for ratification of the shareholders at the Annual Meeting.

As disclosed in the Company’s proxy statement, shareholder approval is not required to appoint Plante & Moran, PLLC as the Company’s independent registered public accounting firm, but the Company is submitting the selection of Plante & Moran, PLLC to shareholders for ratification as a matter of good corporate governance and to help ensure that the Company will have the necessary quorum at the Annual Meeting. The Company has disclosed that if shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Plante & Moran, PLLC; further, even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the Company’s best interests and those of its shareholders.

WE MAKE NO RECOMMENDATION WITH RESPECT TO THE RATIFICATION OF THE SELECTION OF PLANTE & MORAN, PLLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE 2017 FISCAL YEAR AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.

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VOTING AND PROXY PROCEDURES

Only shareholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Shareholders who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares. Shareholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares after the Record Date. Based on publicly available information, Richmond Brothers believes that the only outstanding class of securities of the Company entitled to vote at the Annual Meeting is the Common Stock.

Shares of Common Stock represented by properly executed BLUE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominee, AGAINST the Say on Pay proposal, ONE YEAR with respect to the advisory vote on the frequency of shareholder advisory votes on the compensation of the named executive officers, AGAINST the approval of the 2017 LTIP, and FOR the ratification of the selection of Plante & Moran, PLLC as the independent registered public accounting firm of the Company for the 2017 fiscal year.

According to the Company’s proxy statement for the Annual Meeting, the current Board intends to nominate one (1) candidate for election at the Annual Meeting. This Proxy Statement is soliciting proxies to elect only our Nominee. Accordingly, the enclosed BLUE proxy card may only be voted for the Nominee and does not confer voting power with respect to the Company’s nominee. The participants in this solicitation intend to vote the shares over which they exercise voting discretion in favor of the Nominee. Shareholders should refer to the Company’s proxy statement for the name, background, qualifications and other information concerning the Company’s nominee.

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

A quorum is the minimum number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting. For the Annual Meeting, the presence, in person or by proxy, of the holders of at least a majority of the outstanding shares of Common Stock as of the Record Date will be considered a quorum for the transaction of business.

Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” also are counted as present and entitled to vote for purposes of determining a quorum. However, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”). Under applicable rules, your broker will not have discretionary authority to vote your shares at the Annual Meeting on any of the proposals.

If you are a shareholder of record, you must deliver your vote by mail, attend the Annual Meeting in person and vote, vote by Internet or vote by telephone in order to be counted in the determination of a quorum.

If you are a beneficial owner, your broker will vote your shares pursuant to your instructions, and those shares will count in the determination of a quorum. Brokers do not have discretionary authority to vote on any of the proposals at the Annual Meeting. Accordingly, unless you vote via proxy card or provide instructions to your broker, your shares of Common Stock will count for purposes of attaining a quorum, but will not be voted on the proposals.

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VOTES REQUIRED FOR APPROVAL

Election of Directors ─ According to the Company’s proxy statement, the Company has adopted a majority voting policy in uncontested elections and a plurality vote standard contested director elections. As a result of our nomination, the director election at the Annual Meeting will be contested, so the one (1) nominee for director receiving the highest vote total will be elected as a director of the Company. With respect to the election of directors, only votes cast “FOR” a nominee will be counted. Proxy cards specifying that votes should be withheld with respect to a nominee will result in that nominee receiving fewer votes but will not count as a vote against the nominee. Neither an abstention nor a broker non-vote will count as a vote cast “FOR” or “AGAINST” a director nominee. Therefore, abstentions and broker non-votes will have no direct effect on the outcome of the election of directors.

Advisory Vote on Executive Compensation ─ According to the Company’s proxy statement, although the vote is non-binding, assuming that a quorum is present, a majority of the votes cast is required to approve the Say on Pay proposal. The Company has indicated that abstentions and broker non-votes will have no effect on the proposal.

Advisory Vote on Frequency of Advisory Vote on Executive Compensation ─ According to the Company’s proxy statement, although the vote is non-binding, assuming that a quorum is present, the advisory vote on the frequency of the advisory vote on executive compensation will be determined by a plurality of the votes cast. Shareholders may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN” with respect to the advisory vote on the frequency of advisory votes on executive compensation. The Company has indicated that broker non-votes and abstentions will have no effect on the approval of the proposal.

Approval of the 2017 LTIP ─ According to the Company’s proxy statement, assuming that a quorum is present, a majority of the votes cast is required to approve the 2017 LTIP. The Company has indicated that abstentions and broker non-votes will have no effect on the proposal.

Ratification of the Selection of Accounting Firm ─ According to the Company’s proxy statement, assuming that a quorum is present, a majority of the votes cast is required to ratify Plante & Moran, PLLC as the Company’s independent registered public accounting firm. The Company has indicated that abstentions and broker non-votes will have no effect on the proposal.

Under applicable Michigan law, none of the holders of Common Stock is entitled to appraisal rights in connection with any matter to be acted on at the Annual Meeting. If you sign and submit your BLUE proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with Richmond Brothers’ recommendations specified herein and in accordance with the discretion of the persons named on the BLUE proxy card with respect to any other matters that may be voted upon at the Annual Meeting.

REVOCATION OF PROXIES

Shareholders of the Company may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although, attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Richmond Brothers in care of Saratoga at the address set forth on the back cover of this Proxy Statement or to the Company at 30142 Wixom Road, Wixom, Michigan 48393 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Richmond Brothers in care of Saratoga at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the shares entitled to be voted at the Annual Meeting. Additionally, Saratoga may use this information to contact shareholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominee.

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IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEE TO THE BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by Richmond Brothers. Proxies may be solicited by mail, facsimile, telephone, telegraph, Internet, in person and by advertisements.

Members of Richmond Brothers have entered into an agreement with Saratoga for solicitation and advisory services in connection with this solicitation, for which Saratoga will receive a fee not to exceed $[_____], together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Saratoga will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Richmond Brothers has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. Richmond Brothers will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Saratoga will employ approximately [____] persons to solicit shareholders for the Annual Meeting.

The entire expense of soliciting proxies is being borne by Richmond Brothers. Costs of this solicitation of proxies are currently estimated to be approximately $[___________] (including, but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). Richmond Brothers estimates that through the date hereof its expenses in connection with this solicitation are approximately $[___________]. To the extent legally permissible, if Richmond Brothers is successful in its proxy solicitation, Richmond Brothers intends to seek reimbursement from the Company for the expenses it incurs in connection with this solicitation. Richmond Brothers does not intend to submit the question of such reimbursement to a vote of security holders of the Company.

ADDITIONAL PARTICIPANT INFORMATION

RB Inc., RBI PI, RBI PII, RBI Manager, RBI Plan, the Ravich Trusts and Messrs. Richmond, Ravich and Curfman are participants in this solicitation. The principal business of RB Inc. is serving as a registered investment advisor and is the investment advisor to certain managed accounts (the “Separately Managed Accounts”). The principal business of each of RBI PI and RBI PII is investing in securities. The principal business of RBI Manager is serving as the manager of RBI PI and RBI PII. The principal business of the RBI Plan is investing in securities. The principal occupation of Mr. Richmond is serving as Chairman of RB Inc., manager of RBI Manager and a trustee of the RBI Plan. The principal occupation of Mr. Curfman is serving as President of RB Inc. and a trustee of the RBI Plan. The principal business of the Ravich Trusts are holding, managing and distributing the property of the respective trusts and the proceeds therefrom. Mr. Ravich serves as the trustee of the Ravich Trusts and is the President of TriStar Management, Inc.

22

 

The address of the principal office of each of RB Inc., RBI PI, RBI PII, RBI Manager, the RBI Plan and Messrs. Richmond and Curfman is 3568 Wildwood Avenue, Jackson, Michigan 49202. The address of the principal office of each of Mr. Ravich and the Ravich Trusts is 600 South Highway 169, Suite 1660, St. Louis Park, Minnesota 55426.

As of the date hereof, NJR Trust beneficially owned 44,400 shares of Common Stock. As of the date hereof, NSR Trust beneficially owned 18,500 shares of Common Stock, consisting of shares underlying certain call options. As of the date hereof, ACR Trust beneficially owned 25,000 shares of Common Stock. As of the date hereof, ADR Trust beneficially owned 25,000 shares of Common Stock. As of the date hereof, Mr. Ravich directly beneficially owned 354,750 shares of Common Stock, including 70,000 shares underlying certain call options. Mr. Ravich, as the trustee of each of NJR Trust, NSR Trust, ACR Trust and ADR Trust, may be deemed to beneficially own the 112,900 shares beneficially owned in the aggregate by such trusts. As of the date hereof, 5,163,487 shares of Common Stock were held in the Separately Managed Accounts. RB Inc., as the investment advisor to the Separately Managed Accounts, may be deemed to beneficially own the 5,163,487 shares held in the Separately Managed Accounts. As of the date hereof, RBI PI beneficially owned 164,841 shares of Common Stock. As of the date hereof, RBI PII beneficially owned 29,802 shares of Common Stock. RBI Manager, as the manager of RBI PI and RBI PII, may be deemed to beneficially own the 164,841 shares owned by RBI PI and 29,802 shares owned by RBI PII. As of the date hereof, RBI Plan beneficially owned 41,495 shares of Common Stock. As of the date hereof, Mr. Richmond beneficially owned directly 176,412 shares of Common Stock. Mr. Richmond, as Chairman of RB Inc., manager of RBI Manager and a trustee of RBI Plan, may also be deemed to beneficially own the 5,163,487 shares held in the Separately Managed Accounts, 164,841 shares owned by RBI PI, 29,802 shares owned by RBI PII and 41,495 Shares owned by RBI Plan. Mr. Richmond may also be deemed to beneficially own the 28,096 shares owned directly by his spouse, 147 shares owned directly by his daughter and 7 shares owned directly by his son. As of the date hereof, Mr. Curfman beneficially owned directly 40,684 shares of Common Stock. Mr. Curfman, as President of RB Inc. and a trustee of RBI Plan, may also be deemed to beneficially own the 5,163,487 shares held in the Separately Managed Accounts and 41,495 Shares owned by RBI Plan. Mr. Curfman may also be deemed to beneficially own the 34,385 shares owned directly by his spouse.

Each participant in this solicitation is a member of a “group” with the other participants for the purposes of Section 13(d)(3) of the Exchange Act. The Group may be deemed to beneficially own the 6,147,006 shares of Common Stock owned in the aggregate by all of the participants in this solicitation. Each participant in this solicitation disclaims beneficial ownership of the shares of Common Stock that he or it does not directly own. For information regarding purchases and sales of securities of the Company during the past two (2) years by the participants in this solicitation, see Schedule I.

The securities of the Company directly beneficially owned by each of the Ravich Trusts, RBI PI, RBI PII, the RBI Plan and held in the Separately Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The securities of the Company directly beneficially owned by each of Messrs. Ravich, Richmond and Curfman were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past ten (10) years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two (2) years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting.

23

 

Please be advised that the Michigan Action, as further described elsewhere in this Proxy Statement, remains ongoing. Although Richmond Brothers believes the allegations in the Michigan Action are meritless, part of Rockwell’s requested relief is that Richmond Brothers could be enjoined from voting shares of Common Stock or soliciting proxies at the Annual Meeting depending on the court’s ruling. Please be advised that, depending on the outcome of the litigation, there is a risk that shares represented by a BLUE proxy card may not be voted or counted at the Annual Meeting.

Other than as stated herein, there are no material proceedings to which any participant in this solicitation or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to the Nominee, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past ten (10) years.

OTHER MATTERS AND ADDITIONAL INFORMATION

Richmond Brothers is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Richmond Brothers is not aware of at a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed BLUE proxy card will vote on such matters in their discretion.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”) must, in order to be included in the Company’s proxy statement and the form of proxy for the 2018 Annual Meeting, be delivered to the Company’s Corporate Secretary at 30142 Wixom Road, Wixom, Michigan 48393 by [________].

Under the Bylaws, any shareholder intending to present any proposal (other than a proposal made by, or at the direction of, the Board) at the 2018 Annual Meeting, must give written notice of that proposal to the Company’s Secretary not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (subject to certain exceptions if the annual meeting is advanced or delayed a certain number of days). Therefore, to be presented at the 2018 Annual Meeting, such a proposal must be delivered between [_________] and [__________].

24

 

The information set forth above regarding the procedures for submitting shareholder proposals for consideration at the 2018 Annual Meeting is based on information contained in the Company’s proxy statement and the Bylaws. The incorporation of this information in this proxy statement should not be construed as an admission by Richmond Brothers that such procedures are legal, valid or binding.

INCORPORATION BY REFERENCE

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING. THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION AND OTHER IMPORTANT INFORMATION. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.

The information concerning the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information.

  Richmond Brothers, Inc. and Mark H. Ravich
   
  _________________, 2017

 

25

 

 

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY BY THE PARTICIPANTS DURING THE PAST TWO YEARS

Richmond brothers, inc.

(Through the Separately Managed Accounts)

Shares of Common Stock
Purchased/(Sold)
Date of
Purchase/Sale
   
43 02/19/2015
1,401 02/20/2015
234 02/20/2015
233 02/20/2015
10 02/20/2015
377 02/20/2015
(208) 02/23/2015
500 02/24/2015
(1,533) 02/24/2015
1,119 02/25/2015
1,215 02/25/2015
1,180 02/26/2015
284 02/26/2015
(334) 02/26/2015
334 02/26/2015
905 02/26/2015
(60) 02/27/2015
2,281 02/27/2015
25 03/02/2015
1,020 03/03/2015
386 03/04/2015
96 03/04/2015
(187) 03/06/2015
550 03/09/2015
101 03/11/2015
298 03/12/2015
802 03/13/2015
904 03/13/2015
235 03/16/2015
(300) 03/16/2015
41 03/17/2015
392 03/17/2015
1,953 03/17/2015
49 03/17/2015
227 03/18/2015
941 03/18/2015
1,367 03/19/2015
(2,500) 03/23/2015
1,847 03/23/2015
3,687 03/24/2015
338 03/25/2015
192 03/26/2015
(117) 03/26/2015
1,428 03/26/2015
(100) 03/26/2015

 

 I-1 

 

 

951 03/27/2015
(120) 04/01/2015
472 04/02/2015
3,195 04/08/2015
(42) 04/10/2015
947 04/14/2015
1,430 04/15/2015
182 04/16/2015
182 04/16/2015
2,809 04/21/2015
461 04/22/2015
464 04/22/2015
(9) 04/28/2015
(10) 04/28/2015
(5) 04/28/2015
(3) 04/28/2015
(5) 04/28/2015
(2) 04/28/2015
983 04/28/2015
189 04/28/2015
(6) 04/28/2015
(8) 04/28/2015
493 04/28/2015
(9) 04/28/2015
(118) 04/28/2015
(4) 04/28/2015
(2) 04/28/2015
(5) 04/28/2015
(6) 04/28/2015
(3) 04/28/2015
(4) 04/28/2015
(5) 04/28/2015
(10) 04/28/2015
(2) 04/28/2015
(30) 04/28/2015
(7) 04/28/2015
(10) 04/28/2015
(3) 04/28/2015
(2) 04/28/2015
(2) 04/28/2015
(5) 04/28/2015
882 04/29/2015
(316) 05/04/2015
1,558 05/05/2015
152 05/05/2015
(981) 05/07/2015
2,361 05/11/2015
2,430 05/12/2015
(2,431) 05/12/2015
1,947 05/12/2015
1,993 05/13/2015

 

 I-2 

 

 

(677) 05/13/2015
996 05/13/2015
66 05/14/2015
198 05/14/2015
478 05/14/2015
43 05/18/2015
953 05/18/2015
570 05/18/2015
2,004 05/18/2015
(4) 05/19/2015
(28) 05/19/2015
(500) 05/19/2015
1,355 05/20/2015
1,449 05/20/2015
2,207 05/22/2015
335 05/22/2015
489 05/22/2015
307 05/26/2015
(115) 05/26/2015
193 05/27/2015
1,919 05/27/2015
200 05/28/2015
800 05/28/2015
478 05/28/2015
1,372 05/29/2015
482 06/02/2015
483 06/02/2015
531 06/02/2015
708 06/02/2015
178 06/03/2015
(189) 06/04/2015
867 06/05/2015
746 06/08/2015
1,443 06/09/2015
1,871 06/09/2015
(1,000) 06/09/2015
932 06/10/2015
390 06/10/2015
779 06/10/2015
270 06/10/2015
(500) 06/12/2015
61 06/12/2015
762 06/12/2015
(146) 06/16/2015
(432) 06/17/2015
(124) 06/22/2015
1,740 06/22/2015
694 06/22/2015
3,353 06/23/2015
(10) 06/26/2015
114 06/29/2015

 

 I-3 

 

 

62 06/30/2015
(3) 06/30/2015
(25) 06/30/2015
(185) 07/06/2015
(56) 07/08/2015
246 07/08/2015
(29) 07/08/2015
(30) 07/08/2015
(14) 07/09/2015
(10) 07/10/2015
(400) 07/10/2015
(5) 07/10/2015
(7) 07/10/2015
(13) 07/10/2015
(5) 07/10/2015
(18) 07/10/2015
(16) 07/10/2015
(7) 07/10/2015
(8) 07/10/2015
(4) 07/10/2015
(12) 07/10/2015
(11) 07/10/2015
(6) 07/10/2015
(30) 07/10/2015
(11) 07/10/2015
(5) 07/10/2015
(28) 07/10/2015
(26) 07/10/2015
(18) 07/10/2015
(24) 07/10/2015
(5) 07/10/2015
(4) 07/10/2015
(17) 07/10/2015
(19) 07/10/2015
(4) 07/10/2015
(9) 07/10/2015
(5) 07/10/2015
(5) 07/10/2015
(4) 07/10/2015
(18) 07/10/2015
(11) 07/10/2015
(2) 07/10/2015
(6) 07/10/2015
(20) 07/10/2015
(7) 07/10/2015
(9) 07/10/2015
(13) 07/10/2015
(20) 07/10/2015
(31) 07/10/2015
(17) 07/10/2015
(8) 07/10/2015

 

 I-4 

 

 

(20) 07/10/2015
(5) 07/10/2015
(42) 07/10/2015
(33) 07/10/2015
(5) 07/10/2015
(10) 07/10/2015
(8) 07/10/2015
(11) 07/10/2015
(7) 07/10/2015
(9) 07/10/2015
(10) 07/10/2015
(9) 07/10/2015
(18) 07/10/2015
(11) 07/10/2015
(5) 07/10/2015
(6) 07/10/2015
(14) 07/10/2015
(8) 07/10/2015
(6) 07/10/2015
(5) 07/10/2015
(20) 07/10/2015
(33) 07/10/2015
(8) 07/10/2015
(6) 07/10/2015
(12) 07/10/2015
(7) 07/10/2015
(4) 07/10/2015
(13) 07/10/2015
(5) 07/10/2015
(10) 07/10/2015
(5) 07/10/2015
(7) 07/10/2015
(6) 07/10/2015
(5) 07/10/2015
(5) 07/10/2015
(5) 07/10/2015
(12) 07/10/2015
(20) 07/10/2015
(18) 07/10/2015
(12) 07/10/2015
(12) 07/10/2015
(3) 07/10/2015
(5) 07/10/2015
(5) 07/10/2015
(8) 07/10/2015
(6) 07/10/2015
(12) 07/10/2015
(19) 07/10/2015
(6) 07/10/2015
(5) 07/10/2015
(4) 07/10/2015

 

 I-5 

 

 

(5) 07/10/2015
(6) 07/10/2015
(7) 07/10/2015
(12) 07/10/2015
(10) 07/10/2015
(4) 07/10/2015
(6) 07/10/2015
(18) 07/10/2015
(2) 07/10/2015
(18) 07/10/2015
(16) 07/10/2015
(5) 07/10/2015
(13) 07/10/2015
(14) 07/10/2015
(35) 07/10/2015
(10) 07/10/2015
(16) 07/10/2015
(5) 07/10/2015
(9) 07/10/2015
(11) 07/10/2015
(5) 07/10/2015
(8) 07/10/2015
(9) 07/10/2015
(22) 07/10/2015
(20) 07/10/2015
(12) 07/10/2015
(13) 07/10/2015
(18) 07/10/2015
(7) 07/10/2015
(7) 07/10/2015
(13) 07/10/2015
(6) 07/10/2015
(5) 07/10/2015
(13) 07/10/2015
(5) 07/10/2015
(9) 07/10/2015
(8) 07/10/2015
(5) 07/10/2015
(5) 07/10/2015
(14) 07/10/2015
(13) 07/10/2015
(6) 07/10/2015
(5) 07/10/2015
(12) 07/10/2015
(4) 07/13/2015
(4) 07/13/2015
(4) 07/13/2015
(4) 07/13/2015
(2) 07/13/2015
(7) 07/13/2015
(900) 07/13/2015

 

 I-6 

 

 

(7) 07/13/2015
(1,000) 07/15/2015
(11) 07/15/2015
162 07/17/2015
273 07/17/2015
(186) 07/20/2015
606 07/21/2015
306 07/22/2015
74 07/22/2015
(4) 07/22/2015
601 07/23/2015
972 07/24/2015
12 07/24/2015
336 07/27/2015
71 07/31/2015
71 07/31/2015
72 07/31/2015
36 08/03/2015
63 08/03/2015
1,468 08/03/2015
44 08/04/2015
190 08/04/2015
218 08/04/2015
(4) 08/05/2015
(4) 08/05/2015
(4) 08/05/2015
175 08/06/2015
283 08/06/2015
281 08/06/2015
705 08/06/2015
351 08/06/2015
705 08/06/2015
134 08/07/2015
364 08/07/2015
(9,038) 08/07/2015
(300) 08/12/2015
161 08/13/2015
406 08/13/2015
245 08/13/2015
81 08/13/2015
161 08/13/2015
242 08/13/2015
322 08/13/2015
185 08/14/2015
406 08/14/2015
83 08/14/2015
955 08/17/2015
797 08/18/2015
401 08/18/2015
339 08/19/2015
250 08/19/2015

 

 I-7 

 

  

250 08/19/2015
249 08/19/2015
332 08/19/2015
89 08/20/2015
40 08/20/2015
45 08/20/2015
47 08/20/2015
34 08/20/2015
19 08/20/2015
46 08/20/2015
15 08/20/2015
87 08/20/2015
9 08/20/2015
15 08/20/2015
98 08/20/2015
36 08/20/2015
18 08/20/2015
233 08/20/2015
140 08/20/2015
63 08/20/2015
126 08/20/2015
19 08/20/2015
58 08/20/2015
25 08/20/2015
37 08/20/2015
52 08/20/2015
47 08/20/2015
181 08/20/2015
86 08/20/2015
12 08/20/2015
82 08/20/2015
27 08/20/2015
29 08/20/2015
17 08/20/2015
74 08/20/2015
124 08/20/2015
15 08/20/2015
137 08/20/2015
98 08/20/2015
176 08/20/2015
145 08/20/2015
63 08/20/2015
47 08/20/2015
48 08/20/2015
246 08/20/2015
96 08/20/2015
32 08/20/2015
638 08/20/2015
126 08/20/2015
246 08/20/2015
94 08/20/2015

 

 I-8 

 

 

20 08/20/2015
29 08/20/2015
208 08/20/2015
20 08/20/2015
22 08/20/2015
116 08/20/2015
41 08/20/2015
23 08/20/2015
73 08/20/2015
85 08/20/2015
27 08/20/2015
60 08/20/2015
166 08/20/2015
130 08/20/2015
80 08/20/2015
42 08/20/2015
32 08/20/2015
29 08/20/2015
43 08/20/2015
45 08/20/2015
24 08/20/2015
15 08/20/2015
9 08/20/2015
63 08/20/2015
34 08/20/2015
24 08/20/2015
76 08/20/2015
46 08/20/2015
61 08/20/2015
114 08/20/2015
59 08/20/2015
71 08/20/2015
117 08/20/2015
25 08/20/2015
116 08/20/2015
50 08/20/2015
40 08/20/2015
34 08/20/2015
22 08/20/2015
78 08/20/2015
25 08/20/2015
36 08/20/2015
38 08/20/2015
25 08/20/2015
33 08/20/2015
154 08/20/2015
22 08/20/2015
21 08/20/2015
49 08/20/2015
24 08/20/2015
79 08/20/2015

 

 I-9 

 

 

38 08/20/2015
231 08/20/2015
20 08/20/2015
13 08/20/2015
44 08/20/2015
73 08/20/2015
90 08/20/2015
117 08/20/2015
124 08/20/2015
20 08/20/2015
22 08/20/2015
64 08/20/2015
81 08/20/2015
80 08/20/2015
57 08/20/2015
62 08/20/2015
9 08/20/2015
83 08/20/2015
288 08/20/2015
47 08/20/2015
41 08/20/2015
25 08/20/2015
46 08/20/2015
29 08/20/2015
139 08/20/2015
46 08/20/2015
57 08/20/2015
19 08/20/2015
22 08/20/2015
32 08/20/2015
9 08/20/2015
28 08/20/2015
14 08/20/2015
46 08/20/2015
14 08/20/2015
92 08/20/2015
67 08/20/2015
56 08/20/2015
50 08/20/2015
219 08/20/2015
25 08/20/2015
97 08/20/2015
79 08/20/2015
43 08/20/2015
29 08/20/2015
248 08/20/2015
126 08/20/2015
23 08/20/2015
65 08/20/2015
85 08/20/2015
536 08/20/2015

 

 I-10 

 

 

12 08/20/2015
58 08/20/2015
61 08/20/2015
41 08/20/2015
66 08/20/2015
163 08/20/2015
38 08/20/2015
43 08/20/2015
30 08/20/2015
27 08/20/2015
20 08/20/2015
26 08/20/2015
62 08/20/2015
49 08/20/2015
210 08/20/2015
19 08/20/2015
58 08/20/2015
16 08/20/2015
37 08/20/2015
50 08/20/2015
223 08/20/2015
53 08/20/2015
26 08/20/2015
25 08/20/2015
100 08/20/2015
175 08/20/2015
36 08/20/2015
32 08/20/2015
13 08/20/2015
43 08/20/2015
30 08/20/2015
61 08/20/2015
34 08/20/2015
38 08/20/2015
43 08/20/2015
34 08/20/2015
25 08/20/2015
78 08/20/2015
21 08/20/2015
38 08/20/2015
71 08/20/2015
24 08/20/2015
44 08/20/2015
78 08/20/2015
45 08/20/2015
21 08/20/2015
56 08/20/2015
453 08/20/2015
11 08/20/2015
53 08/20/2015
18 08/20/2015

 

 I-11 

 

 

55 08/20/2015
48 08/20/2015
23 08/20/2015
55 08/20/2015
123 08/20/2015
36 08/20/2015
47 08/20/2015
31 08/20/2015
44 08/20/2015
99 08/20/2015
71 08/20/2015
23 08/20/2015
106 08/20/2015
37 08/20/2015
126 08/20/2015
99 08/20/2015
147 08/20/2015
15 08/20/2015
126 08/20/2015
214 08/20/2015
11 08/20/2015
25 08/20/2015
11 08/20/2015
110 08/20/2015
47 08/20/2015
25 08/20/2015
66 08/20/2015
21 08/20/2015
83 08/20/2015
172 08/20/2015
97 08/20/2015
30 08/20/2015
35 08/20/2015
38 08/20/2015
77 08/20/2015
34 08/20/2015
47 08/20/2015
19 08/20/2015
93 08/20/2015
3 08/20/2015
127 08/20/2015
100 08/20/2015
17 08/20/2015
37 08/20/2015
37 08/20/2015
53 08/20/2015
35 08/20/2015
30 08/20/2015
17 08/20/2015
86 08/20/2015
106 08/20/2015

 

 I-12 

 

 

38 08/20/2015
11 08/20/2015
17 08/20/2015
88 08/20/2015
77 08/20/2015
31 08/20/2015
88 08/20/2015
46 08/20/2015
94 08/20/2015
75 08/20/2015
29 08/20/2015
17 08/20/2015
106 08/20/2015
51 08/20/2015
37 08/20/2015
180 08/20/2015
94 08/20/2015
47 08/20/2015
95 08/20/2015
467 08/20/2015
28 08/20/2015
16 08/20/2015
41 08/20/2015
15 08/20/2015
118 08/20/2015
61 08/20/2015
31 08/20/2015
41 08/20/2015
65 08/20/2015
32 08/20/2015
400 08/20/2015
37 08/20/2015
33 08/20/2015
50 08/20/2015
100 08/20/2015
75 08/20/2015
33 08/20/2015
60 08/20/2015
186 08/20/2015
22 08/20/2015
24 08/20/2015
7 08/20/2015
138 08/20/2015
68 08/20/2015
10 08/20/2015
129 08/20/2015
27 08/20/2015
16 08/20/2015
19 08/20/2015
115 08/20/2015
19 08/20/2015

 

 I-13 

 

 

336 08/20/2015
43 08/20/2015
74 08/20/2015
82 08/20/2015
37 08/20/2015
90 08/20/2015
27 08/20/2015
25 08/20/2015
11 08/20/2015
94 08/20/2015
47 08/20/2015
173 08/20/2015
22 08/20/2015
180 08/20/2015
22 08/20/2015
19 08/20/2015
24 08/20/2015
32 08/20/2015
42 08/20/2015
31 08/20/2015
40 08/20/2015
89 08/20/2015
91 08/20/2015
33 08/20/2015
36 08/20/2015
171 08/20/2015
24 08/20/2015
903 08/20/2015
30 08/20/2015
19 08/20/2015
43 08/20/2015
146 08/20/2015
38 08/20/2015
44 08/20/2015
58 08/20/2015
32 08/20/2015
106 08/20/2015
142 08/20/2015
148 08/20/2015
447 08/20/2015
51 08/20/2015
27 08/20/2015
113 08/20/2015
25 08/20/2015
7 08/20/2015
15 08/20/2015
143 08/20/2015
105 08/20/2015
15 08/20/2015
40 08/20/2015
479 08/20/2015

 

 I-14 

 

 

32 08/20/2015
245 08/20/2015
64 08/20/2015
63 08/20/2015
31 08/20/2015
19 08/20/2015
77 08/20/2015
24 08/20/2015
24 08/20/2015
71 08/20/2015
53 08/20/2015
11 08/20/2015
21 08/20/2015
90 08/20/2015
63 08/20/2015
9 08/20/2015
43 08/20/2015
39 08/20/2015
90 08/20/2015
11 08/20/2015
28 08/20/2015
25 08/20/2015
20 08/20/2015
31 08/20/2015
96 08/20/2015
23 08/20/2015
20 08/20/2015
20 08/20/2015
63 08/20/2015
27 08/20/2015
25 08/20/2015
25 08/20/2015
19 08/20/2015
22 08/20/2015
100 08/20/2015
52 08/20/2015
52 08/20/2015
194 08/20/2015
69 08/20/2015
115 08/20/2015
95 08/20/2015
50 08/20/2015
21 08/20/2015
33 08/20/2015
460 08/20/2015
36 08/20/2015
54 08/20/2015
103 08/20/2015
84 08/20/2015
10 08/20/2015
8 08/20/2015

 

 I-15 

 

 

29 08/20/2015
24 08/20/2015
33 08/20/2015
73 08/20/2015
25 08/20/2015
24 08/20/2015
54 08/20/2015
79 08/20/2015
34 08/20/2015
46 08/20/2015
48 08/20/2015
64 08/20/2015
9 08/20/2015
20 08/20/2015
36 08/20/2015
81 08/20/2015
48 08/20/2015
12 08/20/2015
20 08/20/2015
16 08/20/2015
82 08/20/2015
28 08/20/2015
63 08/20/2015
139 08/20/2015
29 08/20/2015
49 08/20/2015
109 08/20/2015
47 08/20/2015
16 08/20/2015
19 08/20/2015
28 08/20/2015
61 08/20/2015
15 08/20/2015
50 08/20/2015
20 08/20/2015
22 08/20/2015
111 08/20/2015
23 08/20/2015
133 08/20/2015
20 08/20/2015
49 08/20/2015
11 08/20/2015
22 08/20/2015
14 08/20/2015
190 08/20/2015
16 08/20/2015
50 08/20/2015
52 08/20/2015
136 08/20/2015
60 08/20/2015
61 08/20/2015

 

 I-16 

 

 

52 08/20/2015
18 08/20/2015
51 08/20/2015
38 08/20/2015
38 08/20/2015
130 08/20/2015
199 08/20/2015
25 08/20/2015
107 08/20/2015
40 08/20/2015
210 08/20/2015
52 08/20/2015
82 08/20/2015
22 08/20/2015
23 08/20/2015
12 08/20/2015
38 08/20/2015
41 08/20/2015
93 08/20/2015
190 08/20/2015
166 08/20/2015
92 08/20/2015
17 08/20/2015
12 08/20/2015
7 08/20/2015
20 08/20/2015
113 08/20/2015
56 08/20/2015
31 08/20/2015
17 08/20/2015
107 08/20/2015
44 08/20/2015
46 08/20/2015
124 08/20/2015
29 08/20/2015
14 08/20/2015
78 08/20/2015
46 08/20/2015
29 08/20/2015
29 08/20/2015
11 08/20/2015
30 08/20/2015
38 08/20/2015
12 08/20/2015
99 08/20/2015
11 08/20/2015
80 08/20/2015
114 08/20/2015
53 08/20/2015
29 08/20/2015
80 08/20/2015

 

 I-17 

 

 

123 08/20/2015
38 08/20/2015
16 08/20/2015
84 08/20/2015
52 08/20/2015
58 08/20/2015
302 08/20/2015
14 08/20/2015
14 08/20/2015
38 08/20/2015
38 08/20/2015
118 08/20/2015
58 08/20/2015
320 08/20/2015
23 08/20/2015
34 08/20/2015
8 08/20/2015
21 08/20/2015
195 08/20/2015
66 08/20/2015
58 08/20/2015
113 08/20/2015
132 08/20/2015
58 08/20/2015
51 08/20/2015
37 08/20/2015
32 08/20/2015
35 08/20/2015
47 08/20/2015
51 08/20/2015
50 08/20/2015
17 08/20/2015
71 08/20/2015
86 08/20/2015
75 08/20/2015
78 08/20/2015
141 08/20/2015
93 08/20/2015
14 08/20/2015
88 08/20/2015
18 08/20/2015
100 08/20/2015
84 08/20/2015
20 08/20/2015
63 08/20/2015
164 08/20/2015
56 08/20/2015
42 08/20/2015
63 08/20/2015
226 08/20/2015
119 08/20/2015

 

 I-18 

 

 

320 08/20/2015
117 08/20/2015
304 08/20/2015
268 08/20/2015
71 08/20/2015
36 08/20/2015
75 08/20/2015
17 08/20/2015
148 08/20/2015
28 08/20/2015
38 08/20/2015
15 08/20/2015
(8) 08/21/2015
448 08/21/2015
448 08/21/2015
861 08/21/2015
977 08/21/2015
738 08/21/2015
904 08/26/2015
845 08/27/2015
353 08/27/2015
(25) 08/28/2015
427 09/01/2015
417 09/01/2015
417 09/01/2015
430 09/02/2015
338 09/03/2015
154 09/03/2015
848 09/04/2015
505 09/08/2015
2,064 09/08/2015
1,254 09/09/2015
1,265 09/09/2015
(143) 09/10/2015
41 09/11/2015
417 09/11/2015
36 09/14/2015
345 09/14/2015
691 09/14/2015
460 09/14/2015
1,397 09/16/2015
(92) 09/16/2015
465 09/16/2015
381 09/17/2015
2,010 09/21/2015
(177) 09/22/2015
164 09/22/2015
515 09/22/2015
1,582 09/22/2015
622 09/23/2015
309 09/23/2015

 

 I-19 

 

 

648 09/23/2015
359 09/23/2015
206 09/23/2015
419 09/23/2015
200 09/23/2015
514 09/23/2015
619 09/23/2015
2,144 09/24/2015
160 09/25/2015
285 09/25/2015
223 09/25/2015
221 09/25/2015
1,110 09/28/2015
690 09/28/2015
500 09/28/2015
5,256 09/28/2015
537 09/28/2015
13,106 09/28/2015
589 09/29/2015
376 09/29/2015
1,178 09/29/2015
411 09/29/2015
824 09/29/2015
2,358 09/29/2015
1,178 09/29/2015
352 09/29/2015
588 09/29/2015
824 09/29/2015
1,178 09/29/2015
824 09/29/2015
1,060 09/29/2015
1,060 09/29/2015
248 09/29/2015
2,110 09/29/2015
185 09/29/2015
430 09/29/2015
1,767 09/29/2015
352 09/29/2015
589 09/29/2015
589 09/29/2015
589 09/29/2015
824 09/29/2015
1,178 09/29/2015
1,178 09/29/2015
1,061 09/29/2015
824 09/29/2015
1,178 09/29/2015
1,178 09/29/2015
2,358 09/29/2015
1,178 09/29/2015
1,178 09/29/2015

 

 I-20 

 

 

470 09/29/2015
234 09/29/2015
1,768 09/29/2015
411 09/29/2015
1,178 09/29/2015
1,178 09/29/2015
766 09/29/2015
824 09/29/2015
1,178 09/29/2015
199 09/29/2015
1,414 09/29/2015
589 09/29/2015
589 09/29/2015
470 09/29/2015
588 09/29/2015
470 09/29/2015
1,414 09/29/2015
942 09/29/2015
707 09/29/2015
824 09/29/2015
1,768 09/29/2015
352 09/29/2015
589 09/29/2015
1,178 09/29/2015
470 09/29/2015
589 09/29/2015
1,414 09/29/2015
1,414 09/29/2015
589 09/29/2015
2,358 09/29/2015
589 09/29/2015
1,768 09/29/2015
2,122 09/29/2015
164 09/29/2015
352 09/29/2015
352 09/29/2015
470 09/29/2015
1,178 09/29/2015
707 09/29/2015
1,178 09/29/2015
588 09/29/2015
352 09/29/2015
942 09/29/2015
589 09/29/2015
240 09/29/2015
293 09/29/2015
1,178 09/29/2015
293 09/29/2015
470 09/29/2015
1,178 09/29/2015
2,358 09/29/2015

 

 I-21 

 

 

589 09/29/2015
589 09/29/2015
2,358 09/29/2015
942 09/29/2015
1,061 09/29/2015
942 09/29/2015
824 09/29/2015
1,178 09/29/2015
234 09/29/2015
1,178 09/29/2015
588 09/29/2015
588 09/29/2015
707 09/29/2015
1,768 09/29/2015
589 09/29/2015
589 09/29/2015
1,414 09/29/2015
589 09/29/2015
589 09/29/2015
824 09/29/2015
1,178 09/29/2015
1,178 09/29/2015
1,768 09/29/2015
1,414 09/29/2015
588 09/29/2015
1,178 09/29/2015
589 09/29/2015
824 09/29/2015
589 09/29/2015
1,178 09/29/2015
411 09/29/2015
470 09/29/2015
1,178 09/29/2015
1,178 09/29/2015
707 09/29/2015
1,178 09/29/2015
1,178 09/29/2015
509 09/30/2015
7,384 09/30/2015
644 09/30/2015
385 09/30/2015
195 10/01/2015
659 10/01/2015
26,774 10/01/2015
665 10/01/2015
1,320 10/01/2015
1,310 10/01/2015
1,012 10/02/2015
988 10/02/2015
393 10/02/2015
392 10/02/2015

 

 I-22 

 

 

2,478 10/02/2015
588 10/05/2015
587 10/05/2015
588 10/05/2015
588 10/05/2015
355 10/05/2015
1,303 10/05/2015
584 10/05/2015
587 10/05/2015
592 10/05/2015
1,172 10/05/2015
940 10/05/2015
643 10/06/2015
617 10/06/2015
264 10/07/2015
611 10/08/2015
645 10/08/2015
1,377 10/08/2015
366 10/08/2015
178 10/08/2015
498 10/09/2015
236 10/09/2015
661 10/09/2015
839 10/09/2015
605 10/09/2015
562 10/13/2015
48 10/14/2015
1,630 10/14/2015
1,594 10/14/2015
1,453 10/15/2015
88 10/16/2015
(12) 10/19/2015
(199) 10/19/2015
(42) 10/19/2015
(136) 10/20/2015
213 10/20/2015
469 10/20/2015
295 10/20/2015
(295) 10/20/2015
(29) 10/21/2015
(45) 10/21/2015
(8) 10/21/2015
943 10/21/2015
(14) 10/21/2015
(37) 10/21/2015
(37) 10/21/2015
(27) 10/21/2015
(17) 10/21/2015
(10) 10/21/2015
490 10/23/2015
1,499 10/23/2015

 

 I-23 

 

 

55 10/26/2015
951 10/26/2015
4,292 10/29/2015
(785) 11/02/2015
254 11/03/2015
(19) 11/03/2015
1,288 11/06/2015
1,285 11/09/2015
(40) 11/09/2015
515 11/10/2015
283 11/10/2015
473 11/10/2015
831 11/10/2015
509 11/10/2015
2,092 11/10/2015
(340) 11/11/2015
966 11/11/2015
388 11/12/2015
(158) 11/17/2015
569 11/18/2015
(19) 11/18/2015
(148) 11/19/2015
(53) 11/19/2015
(37) 11/24/2015
(70) 11/24/2015
(2) 11/24/2015
865 11/25/2015
425 11/25/2015
(8) 11/30/2015
(43) 11/30/2015
(4) 11/30/2015
249 12/01/2015
844 12/02/2015
1,392 12/04/2015
(144) 12/07/2015
237 12/09/2015
205 12/09/2015
201 12/10/2015
415 12/10/2015
(20) 12/10/2015
(177) 12/10/2015
417 12/11/2015
1,538 12/14/2015
503 12/14/2015
43 12/16/2015
(98) 12/16/2015
(182) 12/17/2015
14 12/17/2015
30 12/17/2015
30 12/17/2015
15 12/17/2015

 

 I-24 

 

 

15 12/17/2015
713 12/17/2015
(1,093) 12/18/2015
95 12/18/2015
298 12/21/2015
(100) 12/21/2015
51 12/22/2015
1,494 12/22/2015
1,481 12/23/2015
93 12/23/2015
497 12/23/2015
47 12/23/2015
(124) 12/28/2015
1,132 12/29/2015
755 12/29/2015
956 12/30/2015
291 12/30/2015
56 12/31/2015
1,500 01/04/2016
(29) 01/05/2016
(29) 01/05/2016
(10) 01/05/2016
213 01/05/2016
1,070 01/05/2016
917 01/05/2016
213 01/05/2016
765 01/05/2016
929 01/05/2016
(29) 01/05/2016
(23) 01/06/2016
(25) 01/06/2016
(33) 01/06/2016
(27) 01/06/2016
(24) 01/06/2016
(28) 01/06/2016
(25) 01/06/2016
(36) 01/06/2016
(39) 01/06/2016
(90) 01/06/2016
(27) 01/06/2016
(60) 01/06/2016
(40) 01/06/2016
(67) 01/06/2016
(23) 01/06/2016
(24) 01/06/2016
(28) 01/06/2016
(24) 01/06/2016
(28) 01/06/2016
(42) 01/06/2016
(28) 01/06/2016
(24) 01/06/2016

 

 I-25 

 

 

(24) 01/06/2016
(24) 01/06/2016
95 01/07/2016
166 01/07/2016
4,410 01/11/2016
709 01/11/2016
7,070 01/11/2016
420 01/11/2016
9,172 01/11/2016
121 01/12/2016
90 01/12/2016
6,505 01/12/2016
1,071 01/12/2016
1,052 01/12/2016
1,074 01/12/2016
1,100 01/13/2016
408 01/13/2016
277 01/14/2016
657 01/14/2016
616 01/15/2016
436 01/15/2016
411 01/15/2016
697 01/15/2016
5,248 01/15/2016
(215) 01/15/2016
702 01/19/2016
(229) 01/20/2016
202 01/20/2016
380 01/20/2016
427 01/20/2016
285 01/20/2016
286 01/20/2016
666 01/20/2016
259 01/21/2016
522 01/21/2016
266 01/21/2016
153 01/21/2016
664 01/21/2016
664 01/21/2016
29 01/21/2016
670 01/22/2016
275 01/22/2016
(3) 01/22/2016
(64) 01/22/2016
658 01/25/2016
1,317 01/25/2016
3,031 01/25/2016
1,317 01/25/2016
461 01/25/2016
1,054 01/25/2016
922 01/25/2016

 

 I-26 

 

 

1,977 01/25/2016
790 01/25/2016
2,636 01/25/2016
1,317 01/25/2016
1,185 01/25/2016
2,636 01/25/2016
1,977 01/25/2016
527 01/25/2016
1,054 01/25/2016
790 01/25/2016
1,054 01/25/2016
1,845 01/25/2016
1,317 01/25/2016
1,317 01/25/2016
6,456 01/25/2016
2,636 01/25/2016
329 01/25/2016
3,953 01/25/2016
922 01/25/2016
1,317 01/25/2016
1,317 01/25/2016
1,054 01/25/2016
1,054 01/25/2016
1,317 01/25/2016
1,054 01/25/2016
1,581 01/25/2016
1,845 01/25/2016
922 01/25/2016
2,109 01/25/2016
790 01/25/2016
395 01/25/2016
658 01/25/2016
1,054 01/25/2016
1,317 01/25/2016
658 01/25/2016
2,109 01/25/2016
2,636 01/25/2016
1,317 01/25/2016
1,317 01/25/2016
1,977 01/25/2016
197 01/25/2016
1,317 01/25/2016
1,317 01/25/2016
263 01/25/2016
3,953 01/25/2016
1,449 01/25/2016
1,317 01/25/2016
1,977 01/25/2016
790 01/25/2016
1,054 01/25/2016
210 01/25/2016

 

 I-27 

 

 

658 01/25/2016
1,317 01/25/2016
658 01/25/2016
2,636 01/25/2016
1,712 01/25/2016
1,054 01/25/2016
1,581 01/25/2016
1,317 01/25/2016
527 01/25/2016
1,317 01/25/2016
1,054 01/25/2016
922 01/25/2016
3,953 01/25/2016
1,317 01/25/2016
1,317 01/25/2016
263 01/25/2016
527 01/25/2016
3,031 01/25/2016
4,744 01/25/2016
1,054 01/25/2016
1,054 01/25/2016
1,712 01/25/2016
1,277 01/25/2016
1,581 01/25/2016
1,317 01/25/2016
1,317 01/25/2016
1,054 01/25/2016
922 01/25/2016
2,240 01/25/2016
790 01/25/2016
1,712 01/25/2016
1,449 01/25/2016
1,317 01/25/2016
1,054 01/25/2016
1,581 01/25/2016
856 01/25/2016
1,054 01/25/2016
848 01/26/2016
1,381 01/26/2016
271 01/26/2016
413 01/26/2016
960 01/26/2016
968 01/26/2016
816 01/26/2016
275 01/26/2016
282 01/26/2016
1,370 01/26/2016
351 01/26/2016
958 01/26/2016
272 01/26/2016
1,253 01/26/2016

 

 I-28 

 

 

(168) 01/26/2016
698 01/27/2016
1,257 01/27/2016
279 01/27/2016
146 01/27/2016
977 01/27/2016
1,396 01/27/2016
1,117 01/27/2016
139 01/27/2016
167 01/27/2016
419 01/27/2016
558 01/27/2016
1,117 01/27/2016
1,187 01/27/2016
418 01/27/2016
41 01/27/2016
699 01/27/2016
7,262 01/27/2016
1,397 01/27/2016
279 01/27/2016
280 01/27/2016
559 01/27/2016
279 01/27/2016
698 01/27/2016
1,396 01/27/2016
838 01/27/2016
902 01/28/2016
1,517 01/28/2016
1,493 01/28/2016
65 01/28/2016
42 01/28/2016
447 01/28/2016
145 01/29/2016
988 02/01/2016
6,579 02/01/2016
6,590 02/01/2016
488 02/01/2016
1,501 02/01/2016
3,095 02/01/2016
1,538 02/01/2016
3,279 02/01/2016
1,702 02/01/2016
1,547 02/01/2016
1,393 02/01/2016
897 02/01/2016
1,702 02/01/2016
3,306 02/01/2016
2,244 02/01/2016
2,321 02/01/2016
1,385 02/01/2016
5,758 02/01/2016

 

 I-29 

 

  

1,083 02/01/2016
1,083 02/01/2016
2,321 02/01/2016
1,547 02/01/2016
3,893 02/01/2016
734 02/01/2016
1,547 02/01/2016
3,095 02/01/2016
773 02/01/2016
1,547 02/01/2016
1,547 02/01/2016
1,547 02/01/2016
1,083 02/01/2016
766 02/01/2016
1,538 02/01/2016
244 02/01/2016
2,167 02/01/2016
619 02/01/2016
1,645 02/01/2016
1,547 02/01/2016
8,237 02/01/2016
3,869 02/01/2016
154 02/01/2016
1,547 02/01/2016
773 02/01/2016
1,547 02/01/2016
541 02/01/2016
1,014 02/01/2016
1,006 02/01/2016
696 02/01/2016
386 02/01/2016
1,547 02/01/2016
2,321 02/01/2016
1,547 02/01/2016
1,547 02/01/2016
1,547 02/01/2016
1,547 02/01/2016
773 02/01/2016
541 02/01/2016
1,084 02/01/2016
4,643 02/01/2016
820 02/01/2016
1,702 02/01/2016
1,084 02/01/2016
1,083 02/01/2016
1,084 02/01/2016
1,634 02/01/2016
650 02/01/2016
928 02/01/2016
773 02/01/2016
232 02/01/2016

 

 I-30 

 

 

1,547 02/01/2016
464 02/01/2016
2,321 02/01/2016
619 02/01/2016
1,547 02/01/2016
2,321 02/01/2016
1,012 02/01/2016
247 02/01/2016
2,321 02/01/2016
340 02/01/2016
(100) 02/02/2016
1,647 02/02/2016
2,487 02/02/2016
2,180 02/02/2016
3,274 02/02/2016
1,130 02/02/2016
1,292 02/02/2016
1,001 02/02/2016
969 02/02/2016
1,130 02/02/2016
1,130 02/02/2016
1,292 02/02/2016
1,292 02/02/2016
646 02/02/2016
1,324 02/02/2016
1,324 02/02/2016
1,647 02/02/2016
2,455 02/02/2016
840 02/02/2016
1,518 02/02/2016
1,615 02/02/2016
1,615 02/02/2016
1,130 02/02/2016
1,631 02/02/2016
1,583 02/02/2016
2,423 02/02/2016
1,292 02/02/2016
1,647 02/02/2016
807 02/02/2016
322 02/02/2016
1,615 02/02/2016
241 02/02/2016
1,147 02/02/2016
2,261 02/02/2016
1,292 02/02/2016
1,615 02/02/2016
1,130 02/02/2016
3,231 02/02/2016
807 02/02/2016
2,423 02/02/2016
1,534 02/02/2016

 

 I-31 

 

 

775 02/02/2016
1,615 02/02/2016
1,647 02/02/2016
1,130 02/02/2016
1,615 02/02/2016
807 02/02/2016
1,647 02/02/2016
829 02/02/2016
1,615 02/02/2016
1,938 02/02/2016
807 02/02/2016
969 02/02/2016
565 02/02/2016
1,292 02/02/2016
807 02/02/2016
258 02/02/2016
1,615 02/02/2016
1,292 02/02/2016
1,616 02/02/2016
323 02/02/2016
1,615 02/02/2016
565 02/02/2016
1,292 02/02/2016
807 02/02/2016
1,131 02/02/2016
1,292 02/02/2016
403 02/02/2016
1,615 02/02/2016
613 02/02/2016
1,615 02/02/2016
1,131 02/02/2016
177 02/02/2016
484 02/02/2016
1,615 02/02/2016
1,292 02/02/2016
1,211 02/02/2016
3,069 02/02/2016
1,131 02/02/2016
1,292 02/02/2016
468 02/02/2016
323 02/02/2016
1,292 02/02/2016
1,292 02/02/2016
1,131 02/02/2016
807 02/02/2016
371 02/02/2016
4,038 02/02/2016
1,292 02/02/2016
646 02/02/2016
1,292 02/02/2016
1,615 02/02/2016

 

 

 I-32 

 

 

2,907 02/02/2016
484 02/02/2016
646 02/02/2016
3,877 02/02/2016
807 02/02/2016
2,423 02/02/2016
2,423 02/02/2016
1,534 02/02/2016
613 02/02/2016
1,292 02/02/2016
(145) 02/02/2016
1,131 02/02/2016
807 02/02/2016
2,423 02/02/2016
1,615 02/02/2016
1,200 02/02/2016
1,615 02/02/2016
2,423 02/02/2016
2,423 02/02/2016
2,423 02/02/2016
1,615 02/02/2016
533 02/02/2016
738 02/03/2016
1,149 02/03/2016
114 02/03/2016
821 02/03/2016
821 02/03/2016
492 02/03/2016
657 02/03/2016
722 02/03/2016
492 02/03/2016
656 02/03/2016
1,149 02/03/2016
1,313 02/03/2016
820 02/03/2016
820 02/03/2016
164 02/03/2016
165 02/03/2016
1,477 02/03/2016
820 02/03/2016
1,149 02/03/2016
820 02/03/2016
657 02/03/2016
1,149 02/03/2016
328 02/03/2016
1,149 02/03/2016
1,149 02/03/2016
738 02/03/2016
164 02/03/2016
164 02/03/2016
492 02/03/2016

 

 I-33 

 

 

1,477 02/03/2016
738 02/03/2016
295 02/03/2016
1,149 02/03/2016
1,149 02/03/2016
1,149 02/03/2016
656 02/03/2016
1,149 02/03/2016
820 02/03/2016
1,068 02/03/2016
164 02/03/2016
1,313 02/03/2016
560 02/03/2016
820 02/03/2016
1,149 02/03/2016
985 02/03/2016
164 02/03/2016
820 02/03/2016
230 02/04/2016
(101) 02/04/2016
610 02/04/2016
610 02/04/2016
1,069 02/04/2016
152 02/04/2016
1,069 02/04/2016
1,069 02/04/2016
412 02/04/2016
1,068 02/04/2016
1,069 02/04/2016
1,069 02/04/2016
1,222 02/04/2016
458 02/04/2016
244 02/04/2016
917 02/04/2016
764 02/04/2016
1,069 02/04/2016
1,526 02/04/2016
183 02/04/2016
1,068 02/04/2016
152 02/04/2016
763 02/04/2016
160 02/05/2016
71 02/05/2016
1,114 02/05/2016
955 02/05/2016
477 02/05/2016
2,070 02/05/2016
318 02/05/2016
796 02/05/2016
796 02/05/2016
636 02/05/2016

 

 I-34 

 

 

637 02/05/2016
1,115 02/05/2016
1,114 02/05/2016
636 02/05/2016
636 02/05/2016
1,114 02/05/2016
461 02/05/2016
797 02/05/2016
105 02/05/2016
797 02/05/2016
797 02/05/2016
637 02/05/2016
1,114 02/05/2016
319 02/05/2016
797 02/05/2016
478 02/05/2016
637 02/05/2016
1,036 02/05/2016
318 02/05/2016
478 02/05/2016
526 02/05/2016
636 02/05/2016
636 02/05/2016
319 02/05/2016
797 02/05/2016
1,273 02/05/2016
956 02/05/2016
956 02/05/2016
318 02/05/2016
1,593 02/05/2016
797 02/05/2016
1,114 02/05/2016
1,114 02/05/2016
796 02/05/2016
79 02/05/2016
838 02/08/2016
838 02/08/2016
419 02/08/2016
167 02/08/2016
336 02/08/2016
452 02/08/2016
1,005 02/08/2016
670 02/08/2016
335 02/08/2016
1,173 02/08/2016
670 02/08/2016
336 02/08/2016
503 02/08/2016
336 02/08/2016
167 02/08/2016
838 02/08/2016

 

 I-35 

 

 

336 02/08/2016
167 02/08/2016
201 02/08/2016
1,005 02/08/2016
335 02/08/2016
670 02/08/2016
335 02/08/2016
1,005 02/08/2016
668 02/08/2016
838 02/08/2016
838 02/08/2016
737 02/08/2016
335 02/08/2016
167 02/08/2016
1,340 02/08/2016
837 02/08/2016
828 02/08/2016
921 02/08/2016
167 02/08/2016
502 02/08/2016
670 02/08/2016
167 02/08/2016
167 02/08/2016
335 02/08/2016
335 02/08/2016
670 02/08/2016
167 02/08/2016
167 02/08/2016
502 02/08/2016
336 02/08/2016
335 02/08/2016
837 02/08/2016
167 02/08/2016
833 02/09/2016
667 02/09/2016
866 02/09/2016
6,766 02/09/2016
1,667 02/09/2016
1,667 02/09/2016
1,500 02/09/2016
12,833 02/09/2016
3,333 02/09/2016
1,166 02/09/2016
14,634 02/09/2016
7,253 02/09/2016
8,416 02/09/2016
10,450 02/09/2016
333 02/09/2016
167 02/09/2016
167 02/09/2016
167 02/09/2016

 

 I-36 

 

 

333 02/09/2016
6,433 02/09/2016
31 02/10/2016
(188) 02/10/2016
791 02/12/2016
1,548 02/12/2016
313 02/12/2016
784 02/12/2016
(628) 02/16/2016
(476) 02/16/2016
(377) 02/16/2016
44 02/16/2016
(463) 02/16/2016
(545) 02/16/2016
(2) 02/17/2016
(244) 02/17/2016
3,361 02/17/2016
(42) 02/17/2016
(41) 02/17/2016
(200) 02/17/2016
335 02/17/2016
448 02/17/2016
724 02/17/2016
1,193 02/18/2016
597 02/18/2016
1,276 02/19/2016
(204) 02/22/2016
634 02/22/2016
460 02/24/2016
579 02/24/2016
(139) 02/24/2016
(137) 02/25/2016
1,185 02/25/2016
12 02/25/2016
1,186 02/25/2016
(377) 02/26/2016
(476) 02/26/2016
98 03/02/2016
58 03/02/2016
2,027 03/02/2016
324 03/03/2016
165 03/03/2016
1,000 03/03/2016
(284) 03/04/2016
1,311 03/04/2016
5,642 03/04/2016
559 03/04/2016
(355) 03/07/2016
(448) 03/07/2016
(377) 03/08/2016
(476) 03/08/2016

 

 I-37 

 

 

1,869 03/09/2016
1,608 03/10/2016
1,035 03/11/2016
455 03/14/2016
3,737 03/14/2016
2,533 03/15/2016
900 03/15/2016
327 03/15/2016
1,650 03/16/2016
5,691 03/16/2016
1,058 03/17/2016
959 03/17/2016
(278) 03/17/2016
(270) 03/18/2016
1,785 03/18/2016
119 03/21/2016
160 03/21/2016
322 03/22/2016
314 03/22/2016
799 03/23/2016
2,392 03/23/2016
(324) 03/23/2016
(163) 03/24/2016
(65) 03/24/2016
(47) 03/28/2016
(153) 03/28/2016
1,427 03/29/2016
429 03/29/2016
851 03/29/2016
(397) 03/31/2016
(580) 04/01/2016
770 04/01/2016
(770) 04/01/2016
(34) 04/04/2016
(63) 04/04/2016
803 04/04/2016
(20) 04/04/2016
(35) 04/04/2016
(30) 04/04/2016
(88) 04/04/2016
792 04/04/2016
(22) 04/04/2016
(62) 04/04/2016
425 04/04/2016
(60) 04/04/2016
(24) 04/04/2016
(30) 04/04/2016
(24) 04/04/2016
(24) 04/04/2016
(41) 04/04/2016
(24) 04/04/2016

 

 I-38 

 

 

(22) 04/04/2016
(27) 04/04/2016
(13) 04/04/2016
665 04/06/2016
663 04/06/2016
206 04/11/2016
399 04/13/2016
261 04/13/2016
261 04/13/2016
(65) 04/14/2016
(42) 04/14/2016
489 04/14/2016
3,386 04/18/2016
554 04/18/2016
(356) 04/18/2016
(135) 04/18/2016
(177) 04/18/2016
74 04/19/2016
(183) 04/20/2016
608 04/20/2016
561 04/20/2016
8,361 04/20/2016
20 04/21/2016
23 04/21/2016
1,701 04/22/2016
(53) 04/25/2016
(100) 04/25/2016
(111) 04/25/2016
(129) 04/26/2016
(2,142) 04/28/2016
(159) 04/28/2016
(10) 04/28/2016
4,471 04/29/2016
(8) 04/29/2016
417 05/02/2016
(476) 05/03/2016
424 05/03/2016
498 05/04/2016
260 05/05/2016
652 05/05/2016
42 05/09/2016
69 05/09/2016
(2,214) 05/10/2016
651 05/11/2016
262 05/11/2016
(292) 05/11/2016
42 05/12/2016
1,192 05/13/2016
474 05/13/2016
1,181 05/13/2016
1,188 05/13/2016

 

 I-39 

 

 

802 05/16/2016
324 05/16/2016
566 05/17/2016
(185) 05/17/2016
(171) 05/23/2016
(59) 05/25/2016
214 05/25/2016
(102) 05/25/2016
(165) 05/26/2016
(802) 06/01/2016
(130) 06/01/2016
25 06/16/2016
739 06/16/2016
1,400 06/16/2016
1,226 06/16/2016
248 06/16/2016
249 06/16/2016
613 06/16/2016
588 06/17/2016
(195) 06/17/2016
(193) 06/20/2016
2,782 06/23/2016
(85) 06/27/2016
268 06/27/2016
(137) 06/27/2016
4,184 06/28/2016
649 06/30/2016
393 06/30/2016
1,284 06/30/2016
155 07/01/2016
(343) 07/06/2016
1,290 07/07/2016
1,232 07/11/2016
182 07/12/2016
250 07/14/2016
272 07/15/2016
29 07/19/2016
522 07/19/2016
654 07/19/2016
(203) 07/19/2016
(6) 07/21/2016
(185) 07/21/2016
1,250 07/21/2016
(40) 07/25/2016
(128) 07/26/2016
24 07/27/2016
122 07/27/2016
122 07/27/2016
(1,030) 07/28/2016
(54) 07/29/2016
(3) 08/01/2016

 

 

 I-40 

 

 

1,421 08/01/2016
3,277 08/02/2016
1,026 08/03/2016
1,026 08/04/2016
2,000 08/08/2016
2,000 08/08/2016
2,000 08/08/2016
840 08/09/2016
428 08/09/2016
402 08/09/2016
421 08/09/2016
325 08/09/2016
1,395 08/10/2016
500 08/10/2016
337 08/10/2016
839 08/10/2016
(385) 08/11/2016
1,368 08/12/2016
273 08/12/2016
546 08/12/2016
1,648 08/12/2016
424 08/12/2016
40 08/15/2016
(852) 08/16/2016
(40) 08/16/2016
(222) 08/17/2016
2,022 08/18/2016
1,361 08/18/2016
(225) 08/22/2016
1,108 08/22/2016
(547) 08/23/2016
(448) 08/23/2016
413 08/23/2016
930 08/24/2016
252 08/25/2016
476 08/25/2016
24 08/26/2016
24 08/26/2016
24 08/26/2016
17 08/26/2016
17 08/26/2016
17 08/26/2016
842 08/26/2016
842 08/26/2016
842 08/26/2016
(141) 08/26/2016
842 08/26/2016
17 08/26/2016
24 08/26/2016
(17) 08/26/2016
(24) 08/26/2016

 

 I-41 

 

 

(842) 08/26/2016
(63) 08/29/2016
(7) 08/29/2016
95 08/30/2016
104 09/01/2016
696 09/01/2016
1,188 09/02/2016
11,807 09/02/2016
760 09/06/2016
700 09/08/2016
420 09/08/2016
282 09/08/2016
1,412 09/12/2016
1,412 09/12/2016
716 09/13/2016
1,451 09/13/2016
734 09/14/2016
1,479 09/14/2016
125 09/16/2016
7,901 09/16/2016
729 09/16/2016
1,182 09/16/2016
7,901 09/16/2016
7,901 09/16/2016
9,051 09/19/2016
(234) 09/19/2016
(235) 09/20/2016
729 09/20/2016
144 09/20/2016
144 09/20/2016
140 09/20/2016
144 09/20/2016
140 09/20/2016
1,395 09/21/2016
596 09/23/2016
750 09/23/2016
900 09/23/2016
1,567 09/26/2016
(152) 09/26/2016
13,188 09/27/2016
13,188 09/27/2016
(45) 09/28/2016
44 09/28/2016
3,035 09/28/2016
1,049 09/29/2016
522 09/29/2016
(20) 10/03/2016
(100) 10/03/2016
(12) 10/04/2016
28,800 10/04/2016
28,800 10/04/2016

 

 I-42 

 

 

80 10/05/2016
49 10/05/2016
671 10/05/2016
298 10/06/2016
298 10/06/2016
(671) 10/06/2016
740 10/07/2016
295 10/07/2016
147 10/10/2016
(73) 10/10/2016
233 10/10/2016
725 10/10/2016
2,000 10/11/2016
150 10/11/2016
(5) 10/12/2016
11,756 10/12/2016
(68) 10/12/2016
992 10/12/2016
778 10/12/2016
(46) 10/14/2016
822 10/14/2016
809 10/14/2016
(26) 10/17/2016
5,587 10/17/2016
228 10/17/2016
629 10/17/2016
(267) 10/17/2016
1,727 10/18/2016
510 10/18/2016
699 10/18/2016
173 10/18/2016
(31) 10/18/2016
824 10/19/2016
164 10/19/2016
84 10/19/2016
126 10/19/2016
(29) 10/19/2016
346 10/19/2016
13,605 10/19/2016
(165) 10/20/2016
100 10/20/2016
167 10/20/2016
33,615 10/20/2016
2,385 10/21/2016
94 10/24/2016
328 10/24/2016
94 10/24/2016
2,465 10/24/2016
(89) 10/25/2016
840 10/25/2016
1,685 10/25/2016

 

 I-43 

 

 

678 10/25/2016
340 10/25/2016
140 10/26/2016
412 10/26/2016
864 10/26/2016
(170) 10/26/2016
147 10/27/2016
176 10/27/2016
703 10/27/2016
876 10/27/2016
172 10/27/2016
219 10/28/2016
216 10/28/2016
61 10/28/2016
(15) 10/31/2016
900 10/31/2016
(985) 10/31/2016
363 10/31/2016
4,307 11/01/2016
353 11/02/2016
880 11/02/2016
861 11/02/2016
320 11/02/2016
172 11/02/2016
85 11/02/2016
2,683 11/03/2016
859 11/07/2016
877 11/07/2016
873 11/07/2016
865 11/07/2016
1,766 11/08/2016
2,183 11/08/2016
2,217 11/08/2016
27 11/08/2016
22 11/08/2016
237 11/08/2016
1,000 11/08/2016
722 11/08/2016
719 11/08/2016
713 11/08/2016
547 11/08/2016
715 11/08/2016
21,740 11/08/2016
(84) 11/09/2016
485 11/09/2016
382 11/10/2016
1,923 11/10/2016
1,980 11/10/2016
1,501 11/10/2016
586 11/10/2016
21 11/14/2016

 

 I-44 

 

 

14 11/14/2016
2,277 11/14/2016
2,281 11/14/2016
2,608 11/14/2016
35 11/14/2016
442 11/15/2016
481 11/17/2016
400 11/17/2016
433 11/17/2016
486 11/17/2016
482 11/17/2016
(258) 11/17/2016
(195) 11/18/2016
18 11/21/2016
(315) 11/22/2016
2,349 11/23/2016
(32) 11/23/2016
(15) 11/28/2016
(156) 11/28/2016
(68) 11/28/2016
341 11/28/2016
(384) 11/29/2016
766 11/30/2016
767 11/30/2016
767 11/30/2016
(160) 12/02/2016
(246) 12/06/2016
(226) 12/06/2016
128 12/09/2016
34 12/13/2016
31 12/13/2016
451 12/15/2016
(12) 12/19/2016
(51) 12/19/2016
(206) 12/20/2016
300 12/20/2016
764 12/21/2016
(74) 12/21/2016
1,592 12/21/2016
955 12/21/2016
(14) 12/22/2016
140 12/22/2016
30 12/23/2016
759 12/23/2016
(46) 12/23/2016
(71) 12/23/2016
940 12/28/2016
789 12/28/2016
64 12/29/2016
58 12/29/2016
2,137 12/30/2016

 

 I-45 

 

 

(448) 01/03/2017
303 01/05/2017
759 01/05/2017
893 01/06/2017
155 01/09/2017
155 01/09/2017
(285) 01/13/2017
833 01/17/2017
518 01/17/2017
(1,090) 01/17/2017
(93) 01/17/2017
347 01/18/2017
696 01/18/2017
523 01/19/2017
853 01/19/2017
901 01/20/2017
450 01/20/2017
179 01/20/2017
906 01/20/2017
662 01/23/2017
1,521 01/23/2017
387 01/24/2017
388 01/24/2017
(1,615) 01/25/2017
306 01/25/2017
401 01/25/2017
73 01/25/2017
361 01/26/2017
474 01/26/2017
474 01/26/2017
(227) 01/27/2017
912 01/27/2017
272 01/27/2017
275 01/27/2017
931 01/30/2017
186 01/30/2017
100 01/30/2017
1,013 01/30/2017
362 01/30/2017
(80) 01/30/2017
235 01/31/2017
528 01/31/2017
175 01/31/2017
182 01/31/2017
1,000 01/31/2017
5,102 02/01/2017
(270) 02/03/2017
4,166 02/03/2017
3,305 02/03/2017
58 02/03/2017
880 02/03/2017

 

 I-46 

 

 

800 02/03/2017
339 02/03/2017
7,335 02/03/2017
1,661 02/06/2017
1,000 02/06/2017
(200) 02/06/2017
327 02/07/2017
2,258 02/07/2017
812 02/08/2017
164 02/08/2017
(287) 02/09/2017
154 02/09/2017
159 02/09/2017
339 02/10/2017
95 02/10/2017
48 02/10/2017
370 02/10/2017
170 02/10/2017
845 02/10/2017
84 02/10/2017
259 02/10/2017
338 02/13/2017
1,449 03/03/2017
808 03/03/2017
521 03/03/2017
76 03/03/2017
76 03/03/2017
252 03/03/2017
252 03/03/2017
(366) 03/03/2017
(84) 03/03/2017
(75) 03/03/2017
(75) 03/03/2017
(150) 03/03/2017
(147) 03/03/2017
(622) 03/06/2017
(1,225) 03/06/2017
(1,964) 03/06/2017
(311) 03/07/2017
(2,188) 03/07/2017
(295) 03/09/2017
923 03/13/2017
(923) 03/13/2017
(2,078) 03/13/2017
(4,448) 03/14/2017
1,407 03/16/2017
(1,931) 03/17/2017
(458)# 03/20/2017
876 03/22/2017

 

 I-47 

 

 

876 03/22/2017
451 03/23/2017
1,351 03/23/2017
166 03/24/2017
(5,780)# 03/24/2017
795 03/27/2017
677 03/28/2017
(2,479)# 03/28/2017
(42) 03/29/2017
1,000 03/31/2017
(290) 03/31/2017
1,626 04/03/2017
(23) 04/03/2017
(222) 04/04/2017
(159) 04/04/2017
781 04/05/2017
(17) 04/05/2017
(6,473) 04/06/2017
(553) 04/06/2017
472 04/07/2017
470 04/10/2017

160 04/12/2017

 

RBI Private Investment I, LLC

Shares of Common Stock
Purchased
Date of
Purchase
   
15,503 09/26/2016
13,188 09/27/2016
13,500 09/30/2016
74,000 10/03/2016
28,800 10/04/2016
19,850 10/07/2016

 

RBI Private Investment iI, LLC

Shares of Common Stock
Purchased
Date of
Purchase
   
8,726 03/21/2017
21,076 03/22/2017

 

RICHMOND BROTHERS 401(k) PROFIT SHARING Plan

Shares of Common Stock
Purchased/(Sold)
Date of
Purchase/Sale
   
165 05/04/2015
187 05/04/2015
559 05/04/2015
122 08/24/2015
57 09/29/2015
187 09/29/2015
112 10/13/2015
70 01/05/2016
105 01/05/2016
73 01/06/2016

 

 

# Relationship with separately managed account terminated.

 

 I-48 

 

 

99 01/06/2016
248 01/06/2016
113 01/06/2016
22 01/21/2016
69 01/21/2016
68 01/21/2016
120 01/21/2016
96 01/21/2016
132 01/21/2016
21 02/03/2016
32 02/03/2016
99 02/03/2016
82 02/03/2016
707 02/05/2016
816 02/05/2016
126 02/09/2016
188 02/09/2016
167 02/09/2016
100 02/10/2016
38 05/09/2016
39 05/09/2016
256 05/24/2016
256 05/24/2016
50 07/27/2016
48 07/27/2016
87 08/08/2016
87 08/08/2016
87 08/08/2016
107 08/08/2016
107 08/08/2016
107 08/08/2016
1,455 08/26/2016
306 08/26/2016
306 08/26/2016
712 08/26/2016
213 08/26/2016
1,455 08/26/2016
29 08/26/2016
50 08/26/2016
58 08/26/2016
30 08/26/2016
641 08/26/2016
298 08/26/2016
298 08/26/2016
49 08/26/2016
120 08/26/2016
7 09/02/2016
1 09/02/2016
2 09/02/2016
(590) 12/14/2016
247 01/23/2017

 

 I-49 

 

 

248 01/23/2017
267 01/23/2017
268 01/23/2017
123 02/09/2017
152 02/09/2017
1,105 02/13/2017
2,338 02/13/2017
7,408 03/21/2017

 

DavID S. Richmond

Shares of Common Stock
Purchased/(Sold)
Date of
Purchase/Sale
   
63(1) 10/02/2015
7(2) 10/02/2015
(34) 11/24/2015
(56) 12/19/2016

 

matthew J. curfman

Shares of Common Stock
Purchased
Date of
Purchase
   
812(3) 02/05/2016
4,315(3) 02/05/2016
38 02/10/2016

NORMAN J. RAVICH IRREVOCABLE TRUST

Shares of Common Stock
Purchased
Date of
Purchase
   
2,400 01/13/2016
1,000 01/14/2016

 

NORMAN AND SALLY RAVICH FAMILY TRUST

Call Options
Purchased

Call Option

Strike Price ($)

Call Option

Expiration

Date of
Purchase
       
85 7.00 05/19/2017 10/18/2016
100 6.00 05/19/2017 10/19/2016
200 7.00 02/17/2017 10/26/2016

 

 

(1) Represents shares purchased by Mr. Richmond’s daughter.

(2) Represents shares purchased by Mr. Richmond’s son.

(3) Represents shares purchased by Mr. Curfman’s spouse.

 

 I-50 

 

  

MARK H. RAVICH

 

Shares of Common Stock
Purchased
Date of
Purchase
   
2,150 05/01/2015
1,100 05/01/2015
750 05/01/2015
890 05/01/2015
5,000 05/18/2015
10,000 08/24/2015
1,600 01/07/2016
5,000 01/08/2016
5,000 01/15/2016
5,000 01/20/2016
5,000 01/28/2016
5,000 01/29/2016
4,118 02/02/2016
200 02/25/2016
500 07/15/2016
1,700 07/20/2016
1,700 08/09/2016
340 08/09/2016
350 08/09/2016
2,300 08/17/2016
200 09/09/2016
200 10/14/2016
190 10/14/2016
1,850 11/02/2016
1,700 11/02/2016
5,000(4) 11/21/2016
850 01/13/2017
470 02/09/2017

 

Call Options
Purchased/(Sold)

Call Option

Strike Price ($)

Call Option

Expiration

Date of
Purchase/Sale
       
100 11.00 08/21/2015 04/30/2015
100 12.00 01/15/2016 04/30/2015
(50) 9.00 05/15/2015 05/15/2015
(50) 9.00 05/15/2015 05/18/2015
(50) 9.00 05/15/2015 05/18/2015
50 11.00 02/19/2016 09/21/2015
50 11.00 01/15/2016 09/21/2015
10 12.00 05/20/2016 12/11/2015
50 10.00 05/20/2016 12/11/2015
100 8.00 08/19/2016 02/02/2016
100 7.00 08/19/2016 02/02/2016

 

(4) Represents shares purchased in connection with the exercise of certain call options by Mr. Ravich.

 I-51 

 

 

100 5.00 08/19/2016 02/03/2016
100 5.00 08/19/2016 02/03/2016
50 5.00 08/19/2016 02/03/2016
50 7.00 08/19/2016 02/05/2016
50 5.00 08/19/2016 02/08/2016
100 5.00 08/19/2016 02/08/2016
100 9.00 08/19/2016 03/15/2016
100 8.00 08/19/2016 03/17/2016
100 8.00 08/19/2016 03/17/2016
100 9.00 08/19/2016 03/17/2016
100 5.00 11/18/2016 04/11/2016
150 5.00 11/18/2016 04/13/2016
100 6.00 11/18/2016 07/21/2016
(100) 5.00 11/18/2016 07/22/2016
(100) 5.00 11/18/2016 07/22/2016
100 6.00 11/18/2016 07/22/2016
100 6.00 11/18/2016 07/22/2016
100 7.00 11/18/2016 07/25/2016
(68) 5.00 08/19/2016 07/26/2016
(17) 5.00 08/19/2016 07/28/2016
(83) 5.00 08/19/2016 07/29/2016
100 10.00 11/18/2016 08/08/2016
100 9.00 11/18/2016 08/08/2016
100 8.00 11/18/2016 08/08/2016
100 9.00 11/18/2016 08/09/2016
100 9.00 11/18/2016 08/09/2016
100 8.00 11/18/2016 08/09/2016
(200) 7.00 08/19/2016 08/18/2016
100 7.00 05/19/2017 10/17/2016
100 6.00 05/19/2017 10/17/2016
200 8.00 02/17/2017 10/18/2016
200 8.00 05/19/2017 10/18/2016
200 6.00 05/19/2017 10/18/2016
100 7.00 05/19/2017 10/19/2016
400 9.00 02/17/2017 11/01/2016
(65) 6.00 11/18/2016 11/16/2016
(150) 5.00 11/18/2016 11/17/2016
(100) 6.00 11/18/2016 11/18/2016
(135) 6.00 11/18/2016 11/18/2016
(50) 5.00 11/18/2016 11/21/2016

 I-52 

 

SCHEDULE II

The following table is reprinted from the definitive proxy statement filed by Rockwell Medical, Inc. with the Securities and Exchange Commission on [_____], 2017.

[ ]

 II-1 

 

IMPORTANT

Tell the Board what you think! Your vote is important. No matter how few shares of Common Stock you own, please give Richmond Brothers your proxy FOR the election of the Nominee and in accordance with Richmond Brothers’ recommendations on the other proposals on the agenda for the Annual Meeting by taking three steps:

·SIGNING the enclosed BLUE proxy card;
·DATING the enclosed BLUE proxy card; and
·MAILING the enclosed BLUE proxy card TODAY in the envelope provided (no postage is required if mailed in the United States).

If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed BLUE voting form.

If you have any questions or require any additional information concerning this Proxy Statement, please contact Saratoga at the address set forth below.

 

If you have any questions, require assistance in voting your BLUE proxy card,

or need additional copies of Richmond Brothers’ proxy materials,

please contact Saratoga at the phone numbers listed below.

 

 

Shareholders call toll free at (888) 368-0379

Email: info@saratogaproxy.com

 

 

 

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 17, 2017

ROCKWELL MEDICAL, INC.

2017 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF RICHMOND BROTHERS, INC., MARK H. RAVICH AND THE OTHER PARTICIPANTS IN THEIR PROXY SOLICITATION

THE BOARD OF DIRECTORS OF ROCKWELL MEDICAL, INC.
IS NOT SOLICITING THIS PROXY

P R O X Y

The undersigned appoints David S. Richmond, Mark. H. Ravich and [___], and each of them, attorneys and agents with full power of substitution to vote all shares of common stock of Rockwell Medical, Inc. (the “Company”) which the undersigned would be entitled to vote if personally present at the 2017 Annual Meeting of Shareholders of the Company scheduled to be held at [_________], on [________], 2017 at [_:__ _.m., local time] (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to Richmond Brothers, Inc. and Mark H. Ravich (together, “Richmond Brothers”) a reasonable time before this solicitation.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, “AGAINST” PROPOSAL 2, “ONE YEAR” ON PROPOSAL 3, “AGAINST” PROPOSAL 4 AND “FOR” PROPOSAL 5.

This Proxy will be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with Richmond Brothers’ solicitation of proxies for the Annual Meeting.

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

 

 

BLUE PROXY CARD

[X] Please mark vote as in this example

RICHMOND BROTHERS STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE NOMINEE LISTED BELOW IN PROPOSAL 1, AGAINST PROPOSAL 2, ONE YEAR ON PROPOSAL 3, AND AGAINST PROPOSAL 4. RICHMOND BROTHERS MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSAL 5.

1.

Richmond Brothers’ proposal to elect Mark H. Ravich as a Class II director of the Company to serve until the 2020 annual meeting of shareholders.

  FOR
NOMINEE
WITHHOLD
AUTHORITY TO
VOTE FOR
NOMINEE
 

 

Nominee:

 

 Mark H. Ravich

¨ ¨  
         

 

Richmond Brothers does not expect that its nominee will be unable to stand for election, but, in the event that its nominee is unable to serve or for good cause will not serve, the shares of common stock represented by this proxy card will be voted for a substitute nominee, to the extent this is not prohibited under the Bylaws and applicable law. In addition, Richmond Brothers has reserved the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, shares of common stock represented by this proxy card will be voted for such substitute nominee.

2.Company’s proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
  ¨ FOR ¨ AGAINST ¨ ABSTAIN

 

3.Company’s proposal to approve, on a non-binding advisory basis, the frequency of shareholder advisory votes on the compensation of the Company’s named executive officers.
¨ ONE YEAR ¨ TWO YEARS ¨ THREE YEARS ¨ ABSTAIN

 

4.Company’s proposal to approve the Company’s 2017 Long Term Incentive Plan.
  ¨ FOR ¨ AGAINST ¨ ABSTAIN

 

5.Company’s proposal to ratify the selection of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for 2017.
  ¨ FOR ¨ AGAINST ¨ ABSTAIN

 

 

 

BLUE PROXY CARD

DATED: ____________________________

____________________________________
(Signature)

____________________________________
(Signature, if held jointly)

____________________________________
(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.