MIDLOTHIAN, Texas (News release) -- Ennis, Inc. reported that Michael Schaefer, a member of the Company's Board of Directors and current chair of the Audit Committee, will not be nominated for re-election at the annual shareholders meeting in July. On April 25, 2025, Mr. Schaefer filed a Form 144 with the Securities and Exchange Commission announcing his intention to sell 30,000 shares of the Company's common stock. Mr. Schaefer's decision to sell was to address a personal family circumstance and was not due to any concerns about the Company's financial condition, operating results or reporting policies.
Mr. Schaefer's filing was made after the expiration of the Company's most recent blackout period. At the time of the Form 144 filing the Company's stock traded near its 52-week low. The Company historically repurchases shares when it perceives they are undervalued to offset the dilutive impact of stock awards to the Company's officers and directors. Although the Company encouraged Mr. Schaefer to explore other options to address his personal circumstances, he declined to do so. He also declined to tender his resignation per the Company's corporate governance guidelines due to a change in his personal circumstances. Mr. Schaefer's unilateral decision to sell his shares in small lots over several days effectively prevented the Company from pursuing share repurchases at an advantageous time. The Company determined it could not pursue share repurchases while Mr. Schaefer was selling his shares without creating an appearance that it was attempting to raise the Company's stock price to benefit Mr. Schaefer. When circumstances permit, the Company intends to resume share repurchases.
Due to the foregoing circumstances, the Company's nominating and governance committee determined that it will not recommend Mr. Schaefer for re-election upon the expiration of his current term in July. Given Mr. Schaefer's anticipated departure, the Company will present Mr. Wally Gruenes, a former National Managing Partner of Consumer and Industrial Products at Grant Thornton, for election to the Company's Board of Directors at the annual shareholders meeting. Upon his election, it is anticipated that Mr. Gruenes will succeed Mr. Schaefer as chair of the Board's Audit Committee.
