https://www.wsj.com/articles/three-former-newell-directors-to-drop-their-proxy-fight-1521546853
Three Former Newell Directors to Drop Their Proxy Fight Starboard is open to giving activist Carl Icahn a chance at fixing the consumer-products conglomerate
A trio of former Newell Brands Inc. NWL -0.86% directors will part ways with the activist investors they aligned with in a proxy fight, opting out after the company struck a deal with activist Carl Icahn.
Starboard Value LP enlisted the directors in an effort to oust Newell’s entire board and CEO. Starboard said Tuesday it still may seek some board seats this spring, but is open to giving Mr. Icahn a shot at fixing the consumer-products conglomerate, the firm said Tuesday.
Newell declined to comment.
Newell’s deal with Mr. Icahn will give the billionaire control over five of 11 board seats.
“My agenda was not to win but to change the attitude within the company,” said Martin Franklin, one of the three former Newell directors working with Starboard. He was chairman of Jarden when Newell acquired the company in 2016. “Carl Icahn is putting his money where his mouth is and if he wants to sort this out, I wish him all the best.”
Newell, which makes products including Elmer’s glue, Sharpie markers and Graco baby strollers, has been mired in conflict for months as CEO Michael Polk clashed with a board increasingly critical of his performance. Mr. Franklin and two other directors resigned in January, while another two stepped down in recent weeks.
Mr. Franklin, who left after the Newell board rejected his proposal to remove Chairman Michael Cowhig, said Mr. Icahn “will be shocked” when he discovers bloated costs and financial maneuvering within Newell.
The accord with Mr. Icahn, unveiled Monday, will immediately add four board members chosen by Mr. Icahn and a fifth in coming months. Newell also agreed to explore selling more of its collection of businesses.
Without Mr. Franklin and his team, which included former Jarden CEO Jim Lillie, Starboard said it may still nominate its remaining director candidates. Starboard had sought to install Mr. Lillie to replace Mr. Polk as Newell CEO. Starboard is urging Newell and Mr. Icahn to comb the company’s entire portfolio for potential asset sales, and to make a case that substantial operational improvements are needed at the company.
Mr. Icahn recently disclosed he had amassed a 6.9% stake in Newell, while Starboard owns about 4.5%.
Mr. Franklin said before he aligned with Starboard he told Mr. Icahn that he wouldn’t run against him in a proxy fight. “All I wanted from day one was for Mike Cowhig to be removed as chairman and for the company to have a greater sense of urgency around the changes that need to take place.”
Submitted March 20, 2018 at 10:19AM by Special_Agent_Utah http://ift.tt/2ppUY2H
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