Board Letter (translated WAMB style)

As promised this is our take on the BOD letter that was posted today on the BOD website.  Tomorrow we will address the updates to several FAQ’s on the Board’s site.

Paragraph 1:
“As the year draws to a close, the Board of Directors of Demoulas Super Markets takes this opportunity to reach out to all of you who are so much a part of our Company and thank you for your loyalty to Market Basket.”

We are loyal to Market Basket and Arthur T Demoulas, not you. Do not thank us for our loyalty, you have not earned that.  This is OUR Company not yours, you are blow ins.

Paragraph 2:
We recognize that the success of Market Basket is due to many people. We are particularly grateful to all the associates whose hard work and dedication over this past year resulted in outstanding service to customers and consistent delivery of Market Basket’s “More for Your Dollar” promise. We are also grateful to the many customers in the communities in which Market Basket stores have a presence. We know that consumers have other choices, but the fact that they continue to be loyal to Market Basket means they recognize the quality of the products, the stores’ friendly environment, helpful and caring associates and the exceptional value they get for their money.

Please BOD do not talk down to us, YOU have no idea what our “More For Your Dollar” philosophy is, yes it is a philosophy not a promise. That philosophy has been nurtured, learned and passed down for many generations of MB associates.  It is not a sales gimic as you apparently think. The customers are loyal to MB only because of what we have built. Mess with that structure, mess with the prices, mess with the customer, and they’re gone. You may not know this but we kind of depend on customers for our livelihood and that’s why they are the most important thing to all of us associates.

Paragraph 3:
“There’s no denying that this has been a difficult year. The economy, while showing some improvement, remains tough, and in the food retailing industry, it became even more competitive. Still, we were able to do the right thing for employees by keeping our commitment to funding the Profit Sharing Plan at a level consistent with prior years, and we are pleased to have increased the amount of the associates’ bonus pool.”

ARE YOU KIDDING ME?!? Yes, it has been a very difficult year and for a second there, we thought you were finally ready to talk about it. But no, as usual you ignore the elephant in the room and blame the tough year on the economy. The economy hasn’t hurt us this year, YOU have. You have shaken us to the core. You have threatened our way of life. If you were able to do the right thing, we would all rejoice for days on end! Of course, doing the right thing for employees would be you going away. Instead you play word games with us by telling us you are pleased to increase the bonus pool. You told us that in November and we tore it apart as you didn’t increase a thing. Now you tell us it again 3 weeks later, so surely it must mean you approved the $12m, but we all know otherwise. You guys are absolute fools. ABSOLUTE.

Paragraph 4:
“This year has been important on the corporate governance front as well.”

Really? Hadn’t noticed that.

Paragraph 5:
At Market Basket, the corporate Bylaws spell out the Board’s duties in specific detail: the property, affairs and business of the corporation shall be managed by a Board of Directors. In this role, the Board oversees how Market Basket management serves the interests of shareholders and other stakeholders, including employees, customers and vendor partners. The current Board was elected in June, and since then, we have adopted standards, policies and practices to improve corporate governance, limit or avoid conflict of interest transactions, achieve better investment practices and enable each member of the Board to fulfill the Board’s responsibilities of serving the best interest of the Company, shareholders and other stakeholders.

You serve certain shareholders and ignore the interests of the other shareholders who possess almost 50% of the shares. You ignore all other stakeholders. Your governance is weighted way too much on the side of shareholders, history tells us that spells disaster. The “standards, policies and practices” you have adopted have taken away the advantage that we had to make decisions on the fly for the betterment of the Company. This has always worked well for our Company in the past. We need ONE man to make the decisions for us and that one man is ATD, he is a proven leader and leads by example.

Paragraph 6:
“As directors, we are responsible for exercising our business judgment on matters of critical and long-term significance to the Company based on what we believe to be in the best interest of Demoulas Super Markets. Some may disagree with this responsibility or have differences as to how we, as a Board, adhere to our duties, but we must comply with the corporate Bylaws and the laws of the state in which we are incorporated.”

How can you use your business judgement when you were appointed to be independent members of the board yet you are not independent. We believe this violates the corporate bylaws. Don’t tell us that you were deemed independent based upon a vote in which you voted yourself to be independent.  Mr. Cowan and Mr. Weiner you were not voted independent by your own peers back in the September meeting.  Mr. Cowan you have a court date approaching on that subject. How can you say “the best interest of Demoulas Super Markets” when virtually every vote you have taken has NOT been in the best interests of the Company, rather they have been in the best interests of the shareholders. Have we said that you guys are fools?

Paragraph 7:
“In fulfilling our legal obligation to the shareholders of DSM, we frequently have had to navigate between contradictory views among our shareholders, only one of whom is our President. However, while resolving shareholder differences, we consider the views and concerns of all stakeholders, including employees, customers, vendors and the communities served when determining the best interests of Market Basket.”

Why on earth do you need to include the line “only one of whom is our President”? What does this accomplish? By the way fellows, that shareholder you speak of is the single largest shareholder, is beloved by associates, customers and vendors and has steered this company through a tough economy to be the best in New England. There is no way you include our interests in anything that you do. You don’t speak to us. You don’t want anything to do with us. We are the annoying mosquito buzzing your ear at night and there is nothing you’d like to do more than get the swatter out and shut us up. How do you claim to consider the concerns of communities we serve when you hold hostage 2 stores that are ready to go?

Paragraph 8:
“Over these past six months, we have worked, and will continue to work, to achieve a balance that benefits all and supports our goal of ensuring that Market Basket management has a sound strategy, business plans and capital structure to support the Company’s future profitable growth and return on investments. Notwithstanding disagreements, we will continue to make every effort to achieve a more harmonious working relationship with management as we remain convinced of its intent to achieve superior results for associates and customers.”

Capital structure…there you go again. Time to go into debt.
We are also convinced of management’s intent to achieve superior results as they always have. They have never let us down in this regard. We have no belief that you have the same intent. As for return on investment, again, you want to enrich the shareholders and not reinvest in new stores and company growth.

Paragraph 9:
“As to new stores, we have told management to proceed with the opening of Attleboro. Other projects have issues that still need to be addressed and resolved by management”

Attleboro can open, that is good news. Waltham and Revere, you have to wait. Sorry. We can’t wait until the day when you announce that they are opening and claim credit for it.

Paragraph 10:
“In the coming year, consistent with our duties, we will provide counsel and oversight on the implementation of a growth strategy as it is presented to us by Arthur T. Demoulas and the management team. It is our hope that, together, we can move forward in a collegial manner that will prove to be beneficial to all of Market Basket’s constituents.”

How can Arthur T. Demoulas implement a growth plan when you have him shackled to the cage that was built by Arthur S? This man led us through a period of unprecedented growth that benefited cities, towns, associates, vendors, contractors, customers, other retailers, governments, property values…you guys want a growth plan that benefits shareholders and lawyers and that strategy is shortsighted and will be the end of this great company.

Paragraph 11:
“As we have demonstrated over the last several months, we will continue our commitment to Market Basket’s “More for Your Dollar” philosophy and to treat employees fairly. We also will continue to bring more transparency to the role of the Board and Market Basket’s corporate governance by posting information and updates on Board decisions on our website.”

FOOLS! How do you treat us fairly? State one example please. We would gladly welcome transparency other than the clearly transparent fact that you vote lockstep together with Arthur S. Continue to post “information” on the website and we will continue to chew it up then spit it out. Speaking of that website, how much of our money did it cost? Ours cost $300. Fire Kekst if it’s over $1 more. Not to mention the fact that our website is interactive not one way misinformation and fancy talk. Here’s an idea, we would love to put up guest posts from Board members and we promise to put them up unedited, that is if you write them and not KEKST. Please also stop the More for Your Dollar stuff, you don’t know what it is or what it stands for.  Come work in our stores for a day or so and maybe you will realize that our people are really special.

Paragraph 12:
“We wish all of you and your families happy holidays and a healthy New Year!”

Happy Holidays to you and yours as well. We sincerely hope you are better dads and husbands than you are Board members. 

Paragraph 13:
“Sincerely”

Not a thing you do is sincere

Paragraph 14:
“The DSM Board of Directors”

Should read “The ASD Board of Directors”, by the way did Bill Shea and Terry Carleton approve of this letter? We think not.

 

Comments

  1. As someone whose life’s work is analyzing other peoples’ writing, I applaud the fine job you’ve done picking apart this text! I am a particular fan of your analysis of paragraph 13.

  2. lisa deltrecco says:

    I just read the newest update from the BOD and I am concerned about what they are really telling us. All they have done is create more skepticism about their true goals for the future of Market Basket and our CEO.
    In all, I feel this letter brings a lot more questions than answers.
    Sorry BOD, try again!

  3. Cindy whelan says:

    The only reason they can even claim “transparency” is because we, as a team, see right through the fancy double talk, smoke and mirrors show they think will work one day. I am fuming right now, beyond words! I have news for you, that one day you gentleman are waiting for, it isn’t coming, EVER! If you had taken the opportunity to get to know us, you would already know why. This is Market Basket, we endure! We endure the economy, real estate downfalls, competition, and we will endure you. Endurance, the ability or strength to continue despite fatigue, stress, or other adverse conditions. Now that is something you can honestly take credit for; the fatigue, stress and other adverse conditions… Yes, by all means, credit is due!

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