Supermajority of Paragon Shareholders Overwhelmingly Elect Gad's Shareholder Aligned Slate
Newly Elected Board Singularly Focused on the Hard Work Ahead to Maximize Shareholder Value
EASTON, PA / ACCESS Newswire / July 8, 2025 / The results of the matters voted on at the 2025 Annual Shareholder Meeting (the "Meeting") of Paragon Technologies, Inc. ("Paragon" or the "Company") (OTC PINK:PGNT) held on June 30, 2025, have been certified by the inspector of election.
Shareholders of 1,470,750 shares of Common Stock were represented in person or by proxy, which represented approximately 83.74% of the outstanding shares entitled to vote. Shareholders overwhelmingly approved the resolution to elect all five of the Gad nominees, approved the resolution to appoint RSM US LLP as the Company's independent auditors, and approved the resolution to appoint an independent chair of the Board of Directors. Shareholders also voted against the ratification of the Stockholder Rights Agreement, dated March 17, 2025, by and between Paragon Technologies, Inc. and Broadridge Corporate Issuer Solutions previously adopted by certain members of the prior Board. As a result, the Stockholder Rights Agreement (a/k/a poison pill) will be terminated in its entirety. Complete certified voting results for each of the matters presented at the Meeting are provided below.
David Duquette, James Kaufman, Ronell Rivera, Elodie Leoni, and Hesham "Sham" Gad are proud to serve as the new Board of Paragon and are committed to maximizing and swiftly restoring stockholder value. "We want shareholders to understand the significance of our margin of victory," stated Sham Gad. "Of the nearly 1.5 million shares voted, representing approximately 84% of Paragon's outstanding shares, our slate received more than 71% of the vote. This is a clear mandate from our fellow stockholders to move forward with maximizing stockholder value and to put an end to the prior Board's value destruction and self-serving entrenchment schemes."
"Now, the real work begins," continued Gad. "For over a decade I have held firm to communicate candidly with shareholders. We want to be upfront with our fellow shareholders: the actions of the previous board, including, ignoring the will of the majority of the stockholders for nearly a year, incurring excessive, wasteful and significant fees and expenses in the millions of dollars to try to perpetuate themselves in office, selling off Company assets to fund their ill-fated spending spree, and failing to create value or competently manage the Company's business, destroyed value and will damage the financial results of the Company this year. That said, shareholders can be assured that decisions will now be made by a shareholder-aligned board that owns significant equity and is committed to value creation for all shareholders."
"Our distribution business remains robust, and we're taking immediate steps to realign SI Systems, which has been affected by months of operational drift and increased expenses without corresponding growth under the incompetent and absentee leadership of prior management. This is a fixable problem - and we're getting to work right away."
To those shareholders that supported the new board: the Company and the entire shareholder base owe you a debt of gratitude for your decisive and unwavering support. You weren't fooled. You listened. You spoke to us. You took the time to analyze fact from fiction. Having spent over a decade building Paragon, a Company that I care deeply about and earning the faith and confidence of many long-term shareholders, it has been personally painful to see millions of dollars wasted by a group of individuals who clearly refused to listen to the Company's stockholders and put their interests ahead of the best interests of the Company and its stockholders.
We appreciate the trust and support of the stockholders who voted for this change. You've spoken loudly and clearly. It's time to turn the page and start rebuilding value - and we will.
Thank you
Sham Gad on behalf of the Gad nominees
Complete Voting Results from the Meeting
1. Election of Directors
At the Meeting, the vote to approve the proposal to elect five nominees as directors to hold office until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, was as follows (*Ms. Leoni and Mr. Rivera's votes reflect their inclusion on the incumbent slate despite stating they did not wish to be included on that slate):
Nominees for Director | For | Withhold | % of quorum |
*Ronell Rivera | 1,467,092 | 3,658 | 99.75% |
*Elodie Leoni | 1,467,092 | 3,658 | 99.75% |
David Duquette | 1,048,500 | 2,011 | 71.29% |
Hesham M. Gad | 1,048,499 | 2,012 | 71.29% |
James Kaufman | 1,048,500 | 2,011 | 71.29% |
David Lontini | 418,606 | 1,633 | 28.46% |
Howard Brownstein | 418,606 | 1,633 | 28.46% |
Timothy Eriksen | 418,606 | 1,633 | 28.46% |
2. Appointment of Auditor
At the Meeting, the vote to ratify the appointment of RSM US LLP as the Company's independent public accounting firm for the fiscal year ending December 31, 2025, was as follows:
For | Against | Abstain |
1,454,153 | 16,347 | 250 |
3. Resolution to Ratify the Adoption of the Shareholder Rights Plan, dated March 17, 2025
At the Meeting, the vote to ratify the adoption of the Stockholder Rights Agreement, dated March 17, 2025, by and between Paragon Technologies, Inc. and Broadridge Corporate Issuer Solutions, was as follows:
For | Against | Abstain |
411,231 | 1,059,519 | 0 |
4. A Resolution to Adopt a Board Policy Providing for an Independent Chair of the Board of Directors
At the Meeting, the vote on a stockholder proposal requesting that the Board of Directors adopt a policy providing for an independent chair of the Board of Directors, was as follows:
For | Against | Abstain |
1,048,715 | 1,796 | 0 |
For further information, please contact:
info@pgntgroup.com
About Paragon Technologies
Paragon Technologies, Inc. is a holding company owning subsidiaries that engage in diverse business activities, including material handling automation, distribution, real estate, and investments. For additional information please visit: www.pgntgroup.com.
SOURCE: Sham Gad
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/banking-and-financial-services/voting-results-from-the-2025-annual-meeting-of-shareholders-of-parag-1047043
