DOW
Follow-up: Chemicals giant reaches agreement with Third Point investor / Four independent directors to join management board
It looks like the spat between Dow Chemical (Midland, Michigan / USA; www.dow.com) and investor stakeholder Third Point (www.thirdpointpublic.com) has been laid to rest – at least for now (for previous coverage, see Plasteurope.com of 14.11.2014). After the investment group accused the chemical giant of failing to live up to the promises made to its shareholders, Dow on 21 November announced that it had agreed to add four new independent directors to its board.
They include Steve Miller, chairman of American International Group, and Ray Milchovich, former chairman and CEO of Foster Wheeler – both of whom had been proposed by Third Point in its most recent attack on Dow – as well as Mark Loughridge and Richard Davis. While the first three will join the board on 1 January 2015, Davis will follow in May next year, after Dow’s 2015 annual shareholders’ meeting.
As part of the agreement, the four independents will be included among Dow’s nominees for election at the 2015 annual meeting, during which Third Point will vote in their favour. While at next year’s meeting 13 directors will stand for election, by 2016 Dow undertakes to reduce the number of its board members to 12. In addition, the deal gives Third Point a one-year customary standstill and voting agreement.
Both parties said they would make no additional comments on the matter.
They include Steve Miller, chairman of American International Group, and Ray Milchovich, former chairman and CEO of Foster Wheeler – both of whom had been proposed by Third Point in its most recent attack on Dow – as well as Mark Loughridge and Richard Davis. While the first three will join the board on 1 January 2015, Davis will follow in May next year, after Dow’s 2015 annual shareholders’ meeting.
As part of the agreement, the four independents will be included among Dow’s nominees for election at the 2015 annual meeting, during which Third Point will vote in their favour. While at next year’s meeting 13 directors will stand for election, by 2016 Dow undertakes to reduce the number of its board members to 12. In addition, the deal gives Third Point a one-year customary standstill and voting agreement.
Both parties said they would make no additional comments on the matter.
26.11.2014 Plasteurope.com [229847-0]
Published on 26.11.2014