Calgon Carbon reaches deal with dissident shareholder
Calgon Carbon Corp. reached an agreement with a dissident shareholder who was threatening to wage a proxy fight over nominees to the company's board.
The agreement on Tuesday was an apparent win for both sides.
Starboard Value LP, a New York investment firm with a 9.2 percent stake in the company, had sought to elect three outside nominees. The deal calls for the company to add two independent directors to its slate of nominees to be voted on at its annual meeting.
“It's an experienced slate of directors, and this wasn't contentious,” said David Rose, an analyst at Wedbush Securities Inc., Los Angeles. “So, I think both sides win.”
Management agreed to support one of Starboard's nominees, Louis Massimo, former executive vice president and chief operating officer of Arch Chemicals Inc., and one nominee suggested by the board, Donald Templin, senior vice president and chief financial officer of Marathon Petroleum Corp., Calgon Carbon spokeswoman Gail Gerono said.
If the two independent nominees and two others backed by management are elected, Calgon Carbon's board would increase to nine directors from eight. Longtime director Robert Cruickshank will not stand for re-election, the company said.
“It's too early to know what value they will add, but adding directors with an outside perspective and industry perspective is generally beneficial,” Rose said.
The company, which makes air and water purification products, will elect directors at its annual shareholders meeting May 1 at the headquarters in Robinson.
“Both individuals will further strengthen our board with their considerable operational and financial experience,” Calgon Carbon CEO Randy Dearth said in a statement.
“We believe they will make substantial contributions to the company, while serving the best interests of all of its stockholders,” a statement from Starboard CEO Jeffrey Smith said. He declined to elaborate.
Separately, Calgon Carbon amended its shareholder rights plan so that it is not triggered until an acquirer's stake reaches 15 percent, effective immediately. The threshold was 10 percent when the poison pill was adopted in 2005. At the threshold, the board may issue more shares to all but the aggressive acquirer, thereby diluting its stake.
The change gives Starboard room to buy more Calgon Carbon shares. The firm acquired nearly 2.8 million shares for $63.9 million through dozens of stock purchases from Nov. 20 through Jan. 18, according to a securities filing.
Thomas Olson is a staff writer for Trib Total Media; 412-320-7854 or email@example.com.
Show commenting policy
TribLive commenting policy
You are solely responsible for your comments and by using TribLive.com you agree to our Terms of Service.
We moderate comments. Our goal is to provide substantive commentary for a general readership. By screening submissions, we provide a space where readers can share intelligent and informed commentary that enhances the quality of our news and information.
While most comments will be posted if they are on-topic and not abusive, moderating decisions are subjective. We will make them as carefully and consistently as we can. Because of the volume of reader comments, we cannot review individual moderation decisions with readers.
We value thoughtful comments representing a range of views that make their point quickly and politely. We make an effort to protect discussions from repeated comments either by the same reader or different readers.
We follow the same standards for taste as the daily newspaper. A few things we won't tolerate: personal attacks, obscenity, vulgarity, profanity (including expletives and letters followed by dashes), commercial promotion, impersonations, incoherence, proselytizing and SHOUTING. Don't include URLs to Web sites.
We do not edit comments. They are either approved or deleted. We reserve the right to edit a comment that is quoted or excerpted in an article. In this case, we may fix spelling and punctuation.
We welcome strong opinions and criticism of our work, but we don't want comments to become bogged down with discussions of our policies and we will moderate accordingly.
We appreciate it when readers and people quoted in articles or blog posts point out errors of fact or emphasis and will investigate all assertions. But these suggestions should be sent via e-mail. To avoid distracting other readers, we won't publish comments that suggest a correction. Instead, corrections will be made in a blog post or in an article.
- Cost-cutting at Kraft Heinz extends to refrigerator
- Kennametal expects to consolidate plants as it shrinks manufacturing in continuing streamlining; profit drops
- GNC to convert more stores to franchises as sales, profits slip
- Invasive beetle costs Pittsburgh-area power companies plenty
- Muni bond funds stressed
- U.S. asks Supreme Court to reinstate convictions of portfolio managers who won on appeal
- Home rental prices jumped again in June
- Range Resources cuts workforce 11%
- PPG puts brand 1st in strategy to reach commercial paint market
- Economy’s 2Q best since last year
- Travelers find direct Web route to Priory’s spirited past in North Side