Calgon Carbon and Starboard Value reach agreement on board seats
Calgon Carbon Corporation announced it has reached an agreement with Starboard Value LP (Starboard) and its affiliates regarding the composition of the Board of Directors. Starboard beneficially owns approximately 9.2% of the outstanding shares of Calgon Carbon’s common stock.
Under the terms of the agreement, Calgon Carbon will nominate two new independent directors to the 2013 slate of nominees. Louis S. Massimo, former Executive Vice President and Chief Operating Officer of Arch Chemicals, Inc., and Donald C. Templin, Senior Vice President and Chief Financial Officer of Marathon Petroleum Corporation. Neither is employed by or affiliated with the Company or with Starboard. The nominations will be included in the Company’s 2013 proxy statement and submitted for stockholder approval at the Company"s 2013 Annual Meeting, which has been set for May 1, 2013.
The Company also agreed to amend its shareholder rights agreement to raise the beneficial ownership trigger from 10% to 15%. The Company also said that long-time Director Robert W. Cruickshank will be retiring at the end of his term and not standing for re-election.
Starboard has agreed to vote all of its shares in favor of each of the Board"s nominees at the 2013 Annual Meeting. A total of four director nominees will stand for election at the Meeting, including the two new candidates. If all nominees are elected, the Calgon Carbon Board will be expanded by one seat, to nine directors.
The complete agreement between Calgon Carbon and Starboard will be included as an exhibit to the Company"s Current Report on Form 8-K which will be filed with the Securities and Exchange Commission (SEC). Further details regarding the 2013 Annual Meeting will be included in the Company"s definitive proxy materials, which will be filed with the SEC.
Under the terms of the agreement, Calgon Carbon will nominate two new independent directors to the 2013 slate of nominees. Louis S. Massimo, former Executive Vice President and Chief Operating Officer of Arch Chemicals, Inc., and Donald C. Templin, Senior Vice President and Chief Financial Officer of Marathon Petroleum Corporation. Neither is employed by or affiliated with the Company or with Starboard. The nominations will be included in the Company’s 2013 proxy statement and submitted for stockholder approval at the Company"s 2013 Annual Meeting, which has been set for May 1, 2013.
The Company also agreed to amend its shareholder rights agreement to raise the beneficial ownership trigger from 10% to 15%. The Company also said that long-time Director Robert W. Cruickshank will be retiring at the end of his term and not standing for re-election.
Starboard has agreed to vote all of its shares in favor of each of the Board"s nominees at the 2013 Annual Meeting. A total of four director nominees will stand for election at the Meeting, including the two new candidates. If all nominees are elected, the Calgon Carbon Board will be expanded by one seat, to nine directors.
The complete agreement between Calgon Carbon and Starboard will be included as an exhibit to the Company"s Current Report on Form 8-K which will be filed with the Securities and Exchange Commission (SEC). Further details regarding the 2013 Annual Meeting will be included in the Company"s definitive proxy materials, which will be filed with the SEC.
Ещё новости по теме:
10:20