DEFA14A: Benson Hill Explores Reverse Stock Split to Maintain NYSE Listing Compliance

Benson Hill is seeking stockholder approval for a reverse stock split to maintain its listing on the New York Stock Exchange and attract investors.

Summary

• Benson Hill sent an email to its employees on July 17, 2024, regarding a proxy vote for the annual meeting and a proposed reverse stock split (RSS).
• The RSS is a corporate action that consolidates existing shares into fewer, higher-priced shares.
• Companies pursue an RSS to attract investors and avoid delisting from a stock exchange.
• Benson Hill believes the RSS is an important step to drive growth and maintain compliance with NYSE listing requirements.
• If implemented, the RSS will automatically adjust shareholdings, reducing the number of shares but proportionately increasing the value of each share.
• The same RSS ratio would be applied to equity awards and stock options, maintaining the potential economic value.
• Stockholders do not need to take any action as the transition will happen automatically.
• The annual meeting will also include votes on the election of directors, ratification of auditors, and amendments to the Certificate of Incorporation.
• These actions are designed to provide a strong foundation for Benson Hill to continue driving innovation.

Sentiment

Score: 6

Explanation: The document is neutral, explaining the reverse stock split and its potential impact. While the company frames it positively, the inherent uncertainty of market reactions tempers the overall sentiment.

Positives

• The reverse stock split aims to attract investors and maintain NYSE listing compliance.
• The RSS is expected to proportionately increase the value of each share, offsetting the reduction in the number of shares.
• The potential economic value of equity awards and stock options will remain the same after the RSS.
• The proposed amendments to the Certificate of Incorporation are intended to improve governance.

Negatives

• The reverse stock split will reduce the number of BHIL shares owned by stockholders.
• The effects of an RSS on the market price of our shares cannot be predicted with any certainty.

Risks

• The market price of Benson Hill's shares may be affected by the reverse stock split, with uncertain outcomes.
• Failure to maintain NYSE listing requirements could negatively impact the company's stock price and investor confidence.

Future Outlook

Benson Hill aims to drive growth and maintain compliance with NYSE listing requirements through the proposed reverse stock split and other corporate actions.

Management Comments

• This would be an important step for Benson Hill as a public company so we can continue to drive growth and keep compliance with New York Stock Exchange (NYSE) listing requirements.
• These actions, along with the proposed RSS, are designed to provide a strong foundation for us to continue driving innovation.

Industry Context

Reverse stock splits are a common strategy for companies facing delisting from major stock exchanges or seeking to improve their stock price to attract institutional investors.

Comparison to Industry Standards

• Many companies in similar situations, such as those in the biotechnology or technology sectors, have implemented reverse stock splits to regain compliance with listing requirements.
• For example, companies like Ocugen and CytoDyn have recently undergone reverse stock splits to maintain their Nasdaq listings.

Corporate Governance

Stakeholder Impact

• Shareholders will experience a reduction in the number of shares owned, but the value of each share is expected to increase proportionately.
• Employees holding stock options or equity awards will see adjustments to their holdings, but the potential economic value should remain the same.

Next Steps

• Stockholders will vote on the proposed reverse stock split at the Annual Meeting on July 18.
• If approved, Benson Hill will implement the reverse stock split automatically.
• Benson Hill expects to issue a press release to announce the RSS vote and final ratio.

Key Dates

Keywords

Reverse Stock Split, NYSE Listing, Proxy Vote, Annual Meeting, Stockholders, Benson Hill, BHIL