Proxy war is over at Ferro in battle over board seats

CRAIN’S CLEVELAND BUSINESS

Published: May 9, 2013 11:53 am ET
Updated: May 9, 2013 11:55 am ET

Related to this story

Topics Materials Mergers & Acquisitions Materials Suppliers
Companies & Associations Ferro Corp.

MAYFIELD HEIGHTS, OHIO — The proxy contest between Ferro Corp. and a group of dissident shareholders is over, with the parties agreeing to drop their swords in a battle over board seats at the maker of specialty chemicals.

The two sides also agreed to form a board committee to evaluate what Ferro called "strategies to enhance shareholder value."

Ferro and the dissidents, FrontFour Capital Group and Quinpario Partners, have agreed that two members of the FrontFour-Quinpario group, Jeffry N. Quinn and David A. Lorber, will stand for election as Ferro nominees to the board of directors at Ferro's annual meeting May 15.

A third member of the FrontFour-Quinpario group, Nadim Z. Qureshi, will not stand for election.

Ferro said Ronald P. Vargo, a current member of the Ferro board, will be the third candidate for election to the board. Richard C. Brown and Gregory E. Hyland will not stand for re-election. As a result, Ferro's slate of nominees will consist of Quinn, Lorber and Vargo.

Ferro said Sandra Austin will resign from the board at the 2013 annual meeting, and Hyland will be appointed by the board to the class of directors to serve through the 2014 annual meeting to fill the vacancy created by Austin's resignation.

Under the terms of the agreement, the FrontFour-Quinpario group has agreed to vote its shares in favor of each of the Ferro board's nominees. In addition, the FrontFour-Quinpario group has agreed to abide by certain "standstill" restrictions, Ferro stated, though the company was not more specific.

"We believe this agreement with the FrontFour-Quinpario group is in the best interests of the company and all Ferro shareholders," William B. Lawrence, Ferro chairman, said in a news release.

"Looking ahead, the board will remain focused on the continued execution of our strategic plan and driving shareholder value," Lawrence said.

Quinn, chairman and CEO of Quinpario Partners LLC, said his side is "delighted to have reached an agreement with Ferro and we look forward to working together constructively with the board and management team to help drive value for Ferro shareholders."

Ferro said the board committee that will evaluate strategies to enhance shareholder value will be charged with "optimizing the company's capital structure, reviewing strategic proposals, reviewing Ferro's mix of businesses, and improving operating performance."

Ferro said the Strategy Committee will be comprised of five members, consisting of three directors designated by the company, as well as Messrs. Quinn and Lorber. In addition, upon election to the board, Messrs. Quinn and Lorber will be appointed as members of either the board's Governance & Nomination Committee or Compensation Committee.

As a result of the agreement between the parties, Ferro said, any white or green proxy cards that shareholders may have submitted will not be voted at the 2013 annual meeting. Shareholders instead will be asked to vote on the yellow proxy card to be provided by the company.

The annual meeting still is slated for 9:00 a.m. May 15 at the Posnick Center of Innovative Technology, 7500 East Pleasant Valley Road in Independence.

Ferro remains the object of a hostile takeover bid by Fairlawn, Ohio-based A. Schulman Inc.


Comments

Proxy war is over at Ferro in battle over board seats

CRAIN’S CLEVELAND BUSINESS

Published: May 9, 2013 11:53 am ET
Updated: May 9, 2013 11:55 am ET

Post Your Comments


Back to story


More stories

Image

Dow Chemical to merge chlorine operations with Olin

March 27, 2015 12:43 pm ET

Dow Chemical Co. is combining a large part of its chlorine value chain with specialty chemicals and ammunition maker Olin Corp. to create a global...    More

Image

Eastman Chemical expanding Tritan co-polyester capacity

March 27, 2015 10:00 am ET

Eastman Chemical Co.'s Tritan-brand co-polyester business continues to grow, with 35 million pounds of capacity added late last year and a second...    More

Image

PolyOne's Patterson focused on keeping the momentum going

March 27, 2015 9:30 am ET

New PolyOne CEO Robert Patterson sees a lot of good things when he looks at his company, which ranks as North America's largest compounder and...    More

Image

Improvements to Radici's nylon line takes it into more applications

March 27, 2015 9:00 am ET

Radici Group, the Italian-headquartered materials firm, outlined the benefits of its Radilon and Radistrong nylon products at NPE 2015.    More

Sun Plastech, Plastics Color Corp. note major milestones at NPE

March 27, 2015 9:00 am ET

Sun Plastech Inc. and Plastics Color Corp. — two well-known materials firms — are marking anniversaries at NPE 2015.    More

Market Reports

Flexible Packaging Trends in North America

North America represents about 30 percent of the global consumption of flexible packaging. Annual growth in this region is forecast at 4 percent during the next 5 years.

For more insight on growth opportunities, drivers of growth and the outlook for 2015, download this report.

Learn more

Plastics Recycling Trends in North America

This report is a review and analysis of the North American Plastics Recycling Industry, including key trends and statistics based on 2013 performance. We examine market environment factors, regulatory issues, industry challenges, key drivers and emerging trends in post-consumer and post-industrial recycling.

Learn more

Plastics in Mexico - State of the Industry Report

This report analyzes the $20 billion plastics industry in Mexico including sales of machinery & equipment, resins and finished products.

Our analysts provide insight on business trends, foreign investment, top end markets and plastics processing activity. The report also provides important data on exports, production, employment and value of plastics products manufactured.

Learn more

Upcoming Plastics News Events

June 2, 2015 - June 3, 2015Plastics Financial Summit - Chicago 2015

September 16, 2015 - September 18, 2015Plastics Caps & Closures - September 2015

More Events