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Associated Press
3 days ago
- Business
- Associated Press
Mr. Gad Issues Definitive Proxy Statement for Upcoming Annual Meeting at Paragon
Urges Stockholders to Vote on the BLUE Proxy Card to Elect His Slate of Director Nominees Who are Committed to Prioritizing Stockholders' Interest, Restoring Confidence and Unlocking Value NEW YORK, NY / ACCESS Newswire / June 5, 2025 / Hesham 'Sham' Gad, who beneficially owns approximately 28.2% of the outstanding shares of common stock of Paragon Technologies, Inc. ('Paragon' or the 'Company') (OTC Pink:PGNT) and is Paragon's largest stockholder, announced that he has mailed his definitive proxy statement in connection with the Company's upcoming 2025 Annual Meeting of Stockholders and sent a letter to the Company's stockholders outlining why he believes significant change is needed in the boardroom for the Company to fulfill its potential. The full text of the letter is set forth below: Dear Fellow Paragon Stockholders: I believe that stockholders would greatly benefit from significant changes to the composition of Board of Directors (the 'Board') of Paragon Technologies, Inc. ('Paragon' or the 'Company'). As the Company's largest stockholder and a loyal long-term investor and Board member, my interests are aligned with those of all Paragon stockholders. I believe there is significant value to be realized at Paragon. However, as the past few months have shown, I am deeply concerned that the majority of the incumbent Board has not demonstrated a commitment to acting in the best interests of stockholders and has failed to deploy an effective strategy at the Company. Unfortunately, the majority of the incumbent directors have spent the past year doing what failing boards so often do, rewriting history and burning through stockholder capital to entrench themselves. Today, Paragon stands at a critical juncture-not because of external forces or market challenges, but because a group of entrenched directors are waging a deceptive and self-serving campaign to seize control of your company. They offer no strategy, no experience, and no track record-only distractions, distortion, and destruction. This proxy contest is not about personalities-it's about performance, capital allocation, integrity, and the future of Paragon. The Real Track Record - Built for Stockholders by Stockholders During my 10-year tenure as CEO of Paragon from 2014 through August 2024, stockholders realized an 11% annualized return. In 2017, when I assumed oversight of SI Systems, LLC ('SI Systems') and complete capital allocation of all of Paragon, stockholders realized approximately 30% annualized return through August 2024, when Weiser began his personal campaign against me and removed me as CEO. During my time running SI Systems beginning in 2017, both SI Systems and Paragon have been radically transformed: How was this capital allocated? All of the above was achieved starting with a single business generating around $8 million in revenue and losing money. From that single business, Paragon is now generating over $100 million in revenues and significant profitability for shareholders. Most importantly these results were achieved without raising outside capital or taking on debt, and with minimal stockholder dilution - a hallmark of prudent, shareholder-centric, and disciplined capital allocation. Best of all, our shareholders had been rewarded with significant shareholder returns until Weiser and his hand-picked directors took control. However, I am optimistic that the shared culture we have created over many years will withstand the distracting rhetoric, and I hope the Company's faithful, long-term shareholders will soon see their continued commitment and investment guided by the right leadership. These returns reflect real value-not speculation, not promises to deliver in the future. With the right plan and right people in place, I am confident that Paragon can deliver meaningful long-term value to our stockholders, who are truly our partners. I urge you to protect and enhance the value of your investment by voting for my director nominees - David Duquette, Hesham M. Gad, James Kaufman, Elodie Leoni, and Ronell Rivera. Together, we can again make Paragon exceptional. PLEASE VOTE YOUR BLUE PROXY CARD TODAY. I look forward to continuing to engage transparently and collaboratively with my fellow stockholders and urge you to support my slate of uniquely qualified director candidates to help usher in a new era of growth and success at the Company. Further information and resources in connection with my campaign for change, accountability and a stockholder-first culture at Paragon are available at Thank you for your consideration. Sincerely, Sham Gad For inquiries, please reach out to the address below: [email protected] Saratoga Proxy Consulting LLC John Ferguson (212) 257-1311/(888) 368-0379 [email protected] SOURCE: Sham Gad press release
Yahoo
14-05-2025
- Business
- Yahoo
Former CEO Gad's Litigation and Mismanagement Continue to Cost Shareholders
EASTON, PA / / May 14, 2025 / Paragon Technologies' (OTC PINK:PGNT) is responding to former CEO Hesham "Sham" Gad's recent press release, which attempts to shift blame for the Company's first quarter 2025 results onto the current board. This claim misrepresents the facts and overlooks that Gad himself was the root cause of the Company's recent expenses. Mr. Gad's release continues a pattern where he deflects responsibility rather than accepting it - choosing instead to blame the board that is now working to address the issues he left behind. The Company's first quarter net loss was entirely due to legal and compliance costs attributable to Mr. Gad's own decisions. Operating expenses increased from $1.9 million to $3.2 million, all due to Gad related legal costs. Absent those costs, results were largely in line with the prior year. Shareholders should be aware of the following: Gad initiated and prolonged the litigation that has cost shareholders millions. Gad refused to engage in meaningful settlement discussions for months and obstructed discovery efforts, compounding legal expenses. Gad used corporate resources to support activist campaigns that clearly were intended to serve his personal interests. Gad misappropriated corporate resources for non-business purposes, including personal entertainment. Gad misclassified his own employment status, exposing the Company to federal scrutiny and penalties. Gad hired an individual without proper work authorization and failed to disclose it. Gad managed the underperforming investment portfolio - built during a historic bull market. Gad recommended the acquisition of the Las Vegas real estate portfolio which delivered poor returns and raises serious questions about motive. SI Systems, despite the hard work of its team members, was left to deteriorate under Gad's leadership, starved of investment and strategic direction. Gad's legal challenges appear to have been aimed at regaining influence at Paragon, rather than advancing shareholder interests as he claims. Mr. Gad filed his lawsuit to repeal bylaws he claimed were invalid under Delaware law - bylaws that were later rescinded. Rather than withdrawing the suit once the bylaws were rescinded, he continued to pursue litigation. The lawsuit was later expanded to include new directors, challenging their adoption of a shareholder rights plan when, in fact, the board acted in accordance with its fiduciary duties to protect shareholders from a potential creeping takeover. The result - $3 million in additional legal costs without Mr. Gad delivering any value to shareholders. The board is also pursuing recovery of legal costs from prior counsel - a step it believes is in the best interest of shareholders as their actions resulted in the bylaw litigation. Mr. Gad's objections to this effort are unfounded and do not reflect the facts presented. Ultimately, Mr. Gad's track record - including stalled acquisitions, lack of progress at SI Systems, and discretionary spending - speaks for itself. Paragon shareholders deserve leadership committed to accountability, governance, and long-term value creation - not continued deflection and litigation. About Paragon TechnologiesParagon Technologies, Inc. is a holding company owning subsidiaries that engage in diverse business activities, including material handling, distribution, real estate, and investments. For additional information please visit: Investor Relations Contact:Alliance Advisors IRParagonIR@ SOURCE: Paragon Technologies Inc. View the original press release on ACCESS Newswire Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
