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

Global Plastics Summit puts PE prices in the spotlight

October 1, 2014 3:17 pm ET

Product manufacturers may start to shift away from polyethylene because of high prices, according to two major plastics processors.    More

Image

Nucleation offers solution to shrinkage in HDPE closures

October 1, 2014 1:57 pm ET

For caps producers, nucleation can provide a practical solution to eliminate shrinkage variations in high density polyethylene beverage closures....    More

Image

Dow loses appeal in price fixing case

October 1, 2014 11:10 am ET

The Reuters press agency reports that a federal appeals court in Denver has rejected Dow Chemical Co.'s attempt to overturn a $1.06 billion fine...    More

Image

New Hexcel plant will supply carbon fiber for Airbus A350 XWB

September 30, 2014 2:43 pm ET

Hexcel Corp. is investing $250 million on a new carbon fiber plant in France, with part of the production going into the future Airbus SAS A350 XWB.    More

Image

LyondellBasell CEO Gallogly to retire

September 30, 2014 3:00 pm ET

James Gallogly, CEO of Houston-based polyolefins producer LyondellBasell Industries NV, on Sept. 29 announced plans to retire in 2015.    More

Market Reports

Plastics in Mexico - State of the Industry Report

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

Our industry analysis highlights macro industry trends and micro trends faced by companies that do business in Mexico. The report also provides key industry statistics and forecasts to anticipate future industry expansion.

Learn more

Plastics Caps & Closures Market Report

The annual recap of top trends and future outlook for the plastics caps & closures market features interviews with industry thought leaders and Bill Wood’s economic forecast of trends in growing end markets. You will also gain insight on trends in caps design, materials, machinery, molds & tooling and reviews of mergers & acquisitions.

Learn more

Injection Molders Market Report & Ranking 2014

This special package contains our 132-page 2014 Market Report on the Injection Molding segment and our exclusive 2014 RANKINGS database of 500+ Injection Molders for a discounted package price.

Learn more

Upcoming Plastics News Events

January 14, 2015 - January 14, 2015Plastics in Automotive

February 4, 2015 - February 6, 2015Plastics News Executive Forum 2015

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

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

More Events