Calgon Carbon Corporation has announced it has reached an agreement with Starboard Value LP (Starboard) and its affiliates regarding the composition of the board of directors.
Starboard beneficially owns approximately 9.2% of the outstanding shares of Calgon Carbon’s common stock.
Under the terms of the agreement, Calgon Carbon will nominate two new independent directors to the 2013 slate of nominees. Louis S Massimo, former executive vice-president and chief operating officer of Arch Chemicals, Inc, and Donald C Templin, senior vice-president and chief financial officer of Marathon Petroleum Corporation. Neither is employed by or affiliated with the company or with Starboard.
The nominations will be included in the company’s 2013 proxy statement and submitted for stockholder approval at the company’s 2013 annual meeting, which has been set for 1 May 2013.
The company also agreed to amend its shareholder rights agreement to raise the beneficial ownership trigger from 10% to 15%.
The company also said that long-time director Robert W Cruickshank will be retiring at the end of his term and not standing for re-election.
Starboard has agreed to vote all of its shares in favor of each of the Board’s nominees at the 2013 Annual Meeting. A total of four director nominees will stand for election at the Meeting, including the two new candidates. If all nominees are elected, the Calgon Carbon Board will be expanded by one seat, to nine directors.
Randy Dearth, Calgon Carbon’s president and chief executive officer, said, "We are pleased to have reached a constructive agreement with Starboard resulting in two excellent new candidates as director nominees. Both individuals will further strengthen our Board with their considerable operational and financial experience and will contribute to our transformation initiatives as we become a leaner, higher-performance enterprise.
"I would also like to express great appreciation to Bob Cruickshank for his wise counsel and invaluable insights as a member of our board since the company’s inception. We thank him for his many years of dedicated service."
Jeff Smith, CEO of Starboard said: "The new board candidates are the outcome of productive conversations with the management and board of Calgon Carbon. We believe they will make substantial contributions to the Company while serving the best interests of all of its stockholders. We look forward to enhanced value for the benefit of all stockholders."
The complete agreement between Calgon Carbon and Starboard will be included as an exhibit to the Company’s Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission (SEC). Further details regarding the 2013 Annual Meeting will be included in the company’s definitive proxy materials, which will be filed with the SEC.