Leading plastics compounder A. Schulman Inc. will work with investor Ramius LLC to fill a vacancy on Schulman's board of directors.
The agreement, announced Nov. 12, will avoid a Ramius-led proxy contest at Fairlawn, Ohio-based Schulman's annual meeting Dec. 18.
``Our board of directors ... believes this agreement with Ramius is in the best interests of the company and its stock holders,'' Joseph Gingo, Schulman's chairman, president and chief executive officer, said in a Nov. 12 news release.
A replacement for retiring director Peggy Miller now will be chosen by a three-member committee consisting of Howard Curd, Lee Meyer and David Birney. Curd, chairman and chief executive officer of PVC-coated fabric maker Uniroyal Engineered Products LLC, will chair the committee.
Curd was placed on Schulman's board in 2006 with the support of investor Barington Capital Group LP of New York.
Meyer a longtime plastics executive with building products firms Ply Gem Industries Inc. and Variform Inc. won election to the board earlier this year after being nominated by Ramius, based in New York.
The agreement also calls for Ramius to support current board members Birney and John Yasinsky for re-election. Gingo said in a Nov. 12 telephone interview that Schulman's board ``has totally supported things from an operations standpoint'' since he took the top job in January.
Ramius recently fell under the 5 percent ownership threshold that requires an investor to report purchases and sell-offs to the Securities and Exchange Commission. Barington continues to own 9-10 percent of Schulman. Both Ramius and Barington have been agitating for change and better performance at Schulman in recent years.
But Gingo pointed out that Barington executive James Mitarotonda ``never has voted against'' Schulman management since joining the firm's board.