NEW YORK & MIAMI–(BUSINESS WIRE<\/a>)– \nStockholders\u2019 ability to vote on the election of the Group\u2019s director candidates and its Removal Proposal at the Annual Meeting is dependent on the success of the Group\u2019s previously disclosed action in the Delaware Court of Chancery. The action seeks to compel Cano to reopen the window for nominating director candidates and making proposals under the Company\u2019s Bylaws. A ruling is expected in early June.<\/p>\n \nThe Group issued the following statement:<\/p>\n \u201cThe case for urgent change atop Cano is crystal clear based on the Company\u2019s abysmal financial performance, failed capital allocation decisions, numerous strategic missteps, and persistent conflicts of interest and related-party transactions. Rather than engage with its largest stockholders to collaborate on the necessary level of change, the entrenched Board and misaligned management team have unfortunately resorted to stonewalling us and issuing misleading communications. We believe Cano\u2019s current leadership has made it abundantly clear \u2013 through the Company\u2019s legal actions, proxy filings and statements \u2013 that it has no interest in working with us to adopt a new strategy, effectuate governance improvements and replace Dr. Hernandez with a high-integrity, well-credentialed Chief Executive Officer. It should be particularly troubling to shareholders that Cano has taken the following actions subsequent to our resignations from the Board:<\/i><\/p>\n In light of the Company\u2019s massive financial losses and these most recent lapses, we believe adding two truly independent, experienced directors to the Board will be an important first step toward a much-needed turnaround. Make no mistake, far greater change is required \u2013 and we intend to continue pursuing that change as quickly as possible. We contend Cano ultimately needs a significantly reconstituted Board, an overhauled management team and fresh strategic thinking in order to deliver improved results for shareholders. We will not compromise in our pursuit of these necessary objectives, regardless of what the existing leadership says and does.\u201d<\/i><\/p>\n \nGiven the extraordinary failings of the Board and management, we have recruited two talented and experienced individuals with more healthcare business expertise than the current candidates up for re-election (and the balance of the Board in the aggregate). We believe their biographies speak for themselves:<\/p>\n Joseph Berardo, Jr. Biography<\/b><\/p>\n \nMr. Berardo currently serves as the Chief Executive Officer and Chairman of the board of directors of Carisk Partners, Inc., a specialty risk transfer and care-coordination company that services Medicare Advantage, Managed Medicaid and Commercial group health, behavioral health, worker\u2019s compensation and auto insurer markets. Previously, Mr. Berardo served as Chief Executive Officer of Brighton Health Plan Services, LLC, a healthcare enablement company. Prior to this, he served for 18 years in various roles of increasing seniority at MagnaCare Holdings, Inc., a provider of health plan services, including as Chief Executive Officer. He was previously Senior Vice President of Empire Blue Cross Blue Shield and President for Empire HealthChoice HMO, Inc., a health maintenance organization.<\/p>\n \nEarlier in his career, Mr. Berardo held leadership positions at the Mount Sinai Health System. Inc., MultiPlan Corporation (NYSE: MLPN), and U.S. Healthcare, Inc., one of America\u2019s largest HMOs. Mr. Berardo currently serves as a member of the board of directors of several private companies, including BeneLynk, a national provider of social determinant of health solutions for managed care companies, Radius Care, Inc., a healthcare software company, and Avertix Medical, Inc. (f\/k\/a\/ Angel Medical Systems, Inc.) a medical device company. Mr. Berardo previously served as a member of the board of directors of MagnaCare from 2007 to January 2022 and Privia Health, LLC (now a subsidiary of Privia Health Group (NASDAQ: PRVA)). He also serves as an advisory board member for Grant Avenue Capital, LLC, a private equity firm focused on the healthcare sector.<\/p>\n \nMr. Berardo holds a B.A. in Economics from Rutgers University.<\/p>\n Guy P. Sansone Biography<\/b><\/p>\n \nMr. Sansone is the Co-Founder and serves as Chief Executive Officer of H2 Health, a leading regional provider of physical rehabilitation services and clinician staffing solutions. Prior to that, he served as Managing Director of Alvarez & Marsal and spent many years chairing the healthcare practice, Chief Executive Officer of the Visiting Nurse Service of New York, Senior Advisor to the board of directors of Health Management Associates, Inc. (formerly NYSE: HMA), Interim President of LifeCell Corporation (formerly NASDAQ: LIFC), Chief Restructuring Officer of Erickson Retirement Communities LLC (n\/k\/a Erickson Living), Chief Change and Turnaround Officer of the Saint Barnabas Health Care System, Senior Consultant at Sunrise Senior Living, Chief Executive Officer and Chief Restructuring Officer of Saint Vincent Catholic Medical Centers in New York, Acting Chief Financial Officer of HealthSouth Corporation (n\/k\/a Encompass Health Corporation (NYSE: EHC)), and interim President and co-Chief Executive Officer of Rotech Healthcare, Inc. (formerly NASDAQ: ROHI) (\u201cRotech\u201d).<\/p>\n \nMr. Sansone currently serves as the Chairman of the boards of directors of each of H2 Health and Brookdale Senior Living, Inc. (NYSE: BKD), and on the board of directors of RHA Health Services, LLC, one of the largest providers of care and home services to individuals with developmental disabilities, Pediatrix Medical Group, Inc. (f\/k\/a Mednax, Inc.) (NYSE: MD), Longevity Health Plans, QHR Health, Carisk Partners, Inc., and on the board of advisors of Pager, Inc., a mobile healthcare technology company.<\/p>\n \nMr. Sansone previously served on the board of directors of each of Magellan Health, Inc. (formerly NASDAQ: MGLN), HealthPRO Heritage, LLC, Civitas Solutions, Inc. (formerly NYSE: CIVI), and Rotech Healthcare Inc. Mr. Sansone earned a B.S. from the State University of New York at Albany.<\/p>\n \n***<\/p>\n The Group has filed a preliminary proxy statement to solicit stockholders to WITHHOLD<\/span> support for incumbent directors standing for re-election at Cano\u2019s Annual Meeting.<\/i><\/b><\/p>\n This enables stockholders to have their voices heard regardless of the outcome of the Group\u2019s litigation.<\/i><\/b><\/p>\n \n***<\/p>\n CERTAIN INFORMATION CONCERNING THE PARTICIPANTS<\/span><\/b><\/p>\n \nElliot Cooperstone, Lewis Gold and Barry S. Sternlicht (together, the \u201cFormer Directors\u201d), together with the other participants named herein (collectively, the \u201cFormer Directors Group\u201d), have filed a preliminary proxy statement and accompanying GREEN<\/b> proxy card with the Securities and Exchange Commission (\u201cSEC\u201d) to be used to solicit votes to WITHHOLD with respect to the election of certain directors, Dr. Alan Muney and Ms. Kim M. Rivera, of Cano Health, Inc., a Delaware corporation (the \u201cCompany\u201d), at the Company\u2019s 2023 annual meeting of stockholders.<\/p>\n \nTHE FORMER DIRECTORS GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP:\/\/WWW.SEC.GOV<\/a>. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS\u2019 PROXY SOLICITOR.<\/p>\n \nThe participants in the proxy solicitation are anticipated to be ITC Rumba, LLC (\u201cITC Rumba\u201d), EGGE, LLC (\u201cEGGE\u201d), EG Advisors, LLC (\u201cEG Advisors\u201d), Jaws Equity Owner 146, LLC (\u201cJaws Equity Owner\u201d) and the Former Directors.<\/p>\n \nAs of the date hereof, ITC Rumba directly beneficially owns 159,780,988 shares of Class B Common Stock, par value $0.0001 per share, of the Company (the \u201cClass B Common Stock\u201d). As of the date hereof, Mr. Cooperstone directly beneficially owns 14,825 shares of Class A Common Stock, par value $0.0001 per share, of the Company (the \u201cClass A Common Stock\u201d). As the founder and managing partner of ITC Rumba, Mr. Cooperstone may also be deemed to beneficially own the 159,780,988 shares of Class B Common Stock directly owned by ITC Rumba. As of the date hereof, EGGE directly beneficially owns 1,533,085 shares of Class A Common Stock and 1,233,085 shares of Class B Common Stock. As of the date hereof, EG Advisors directly beneficially owns 158,850 shares of Class A Common Stock and 158,850 shares of Class B Common Stock. As the investment manager of EGGE, EG Advisors may also be deemed to beneficially own the 1,533,085 shares of Class A Common Stock and the 1,233,085 shares of Class B Common Stock directly owned by EGGE. As of the date hereof, Dr. Gold directly beneficially owns 14,825 shares of Class A Common Stock. As the Co-Managing Member of EG Advisors, Dr. Gold may also be deemed to beneficially own the 1,533,085 shares of Class A Common Stock and 1,233,085 shares of Class B Common Stock directly owned by EGGE, and the 158,850 shares of Class A Common Stock and 158,850 shares of Class B Common Stock directly owned by EG Advisors. As of the date hereof, Jaws Equity Owner directly beneficially owns 4,829,829 shares of Class A Common Stock. As of the date hereof, Mr. Sternlicht directly beneficially owns 20,650,795 shares of Class A Common Stock, including 7,844,639 shares of Class A Common Stock issuable upon the exercise of certain warrants purchased in connection with the initial public offering of the securities of Jaws Acquisition Corp. As the sole member of Jaws Equity Owner, Mr. Sternlicht may also be deemed to beneficially own the 4,829,829 shares of Class A Common Stock directly owned by Jaws Equity Owner.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20230518005544\/en\/<\/a><\/span><\/p>\n \nInvestors: \nMedia: KEYWORDS:<\/b> Florida New York United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Finance Banking Other Health Health Professional Services<\/p>\n MEDIA:<\/b><\/p>\n Concerned Shareholders of Cano Health Nominate Highly Qualified, Independent Director Candidates and Propose Removal of Dr. Marlow Hernandez from Board for Cause Group Details the Case for Urgent Change at Cano Following an Extended Period of Underperformance, Failed Capital Allocation, and Extremely Poor Governance and Strategic Execution Urges Stockholders to WITHHOLD Support for Incumbent Directors as Parties Await a Resolution of Litigation to Compel Company to Reopen Window for Nominating Director Candidates and Making Proposals NEW YORK & MIAMI–(BUSINESS WIRE)– Elliot Cooperstone, Lewis Gold and Barry Sternlicht (collectively with certain of their affiliates, the \u201cGroup,\u201d \u201cus\u201d or \u201cwe\u201d), who recently resigned as members of the Board of Directors (the \u201cBoard\u201d) of Cano Health, Inc. (\u201cCano\u201d or the \u201cCompany\u201d) (NYSE: CANO), … <\/p>\n
\nElliot Cooperstone, Lewis Gold and Barry Sternlicht (collectively with certain of their affiliates, the \u201cGroup,\u201d \u201cus\u201d or \u201cwe\u201d), who recently resigned as members of the Board of Directors (the \u201cBoard\u201d) of Cano Health, Inc. (\u201cCano\u201d or the \u201cCompany\u201d) (NYSE: CANO), today announced that they have submitted a notice to the Company to nominate two highly qualified, independent candidates \u2013 Joseph Berardo, Jr. and Guy P. Sansone \u2013 for election to the Board of Directors (the \u201cBoard\u201d) at the 2023 Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d). Messrs. Berardo and Sansone possess significant healthcare services experience as well as backgrounds in corporate governance, capital allocation, transactions and strategic planning. The Group also submitted a proposal (the \u201cRemoval Proposal\u201d) to give shareholders the opportunity to vote on the removal of Dr. Marlow Hernandez, the Company\u2019s Chief Executive Officer, from the Board for cause at the upcoming Annual Meeting.<\/p>\n\n
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HKL & Co., LLC
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Peter Harkins, Jr. \/ Jordan Kovler
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Toll-Free: (800) 326-5997
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CANO@hklco.com<\/a><\/p>\n
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Longacre Square Partners
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Greg Marose \/ Joe Germani
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gmarose@longacresquare.com<\/a> \/ jgermani@longacresquare.com<\/a>\u00a0<\/p>\n\n","protected":false},"excerpt":{"rendered":"