Wausau Paper (WPP) and Starboard Enter Agreement to Appoint Michael Burandt and Charles Hodges to Board
Up)
Wausau Paper (NYSE: WPP) today announced it has reached an agreement with Starboard Value LP and its affiliates regarding the composition of the Company’s Board of Directors.
Under the terms of the agreement, Wausau has agreed to nominate two new directors recommended by Starboard, Mr. Michael Burandt and Mr. Charles Hodges, neither of whom is employed by or affiliated with Wausau or Starboard. The nominations will be included in the Company’s 2012 proxy statement and submitted for stockholder approval at the Company's 2012 Annual Meeting. In addition, the company has also agreed to form a newly-created committee of the Board. The committee will be made up of four individuals including Mr. Burandt and Mr. Hodges. The committee will advise the Board with respect to operations of, and investments and capital spending in, the Company’s business.
In connection with the nominations, Starboard, which beneficially owns approximately 9.7% of the outstanding shares of Wausau’s common stock, has agreed to vote all of its shares in favor of each of the Board's nominees at the 2012 Annual Meeting. A total of four director nominees will stand for election at the 2012 Annual Meeting, including the two Starboard recommended candidates. If all nominees are elected, the Wausau Board will be expanded to eight directors, comprised of six independent directors, Thomas J. Howatt, Non-Executive Chairman of the Board and Henry C. Newell, Wausau’s President and Chief Executive Officer. The Board is presently comprised of six members.
Get immediate access to market moving news and alerts with StreetInsider.com Premium - FREE TRIAL!
Under the terms of the agreement, Wausau has agreed to nominate two new directors recommended by Starboard, Mr. Michael Burandt and Mr. Charles Hodges, neither of whom is employed by or affiliated with Wausau or Starboard. The nominations will be included in the Company’s 2012 proxy statement and submitted for stockholder approval at the Company's 2012 Annual Meeting. In addition, the company has also agreed to form a newly-created committee of the Board. The committee will be made up of four individuals including Mr. Burandt and Mr. Hodges. The committee will advise the Board with respect to operations of, and investments and capital spending in, the Company’s business.
In connection with the nominations, Starboard, which beneficially owns approximately 9.7% of the outstanding shares of Wausau’s common stock, has agreed to vote all of its shares in favor of each of the Board's nominees at the 2012 Annual Meeting. A total of four director nominees will stand for election at the 2012 Annual Meeting, including the two Starboard recommended candidates. If all nominees are elected, the Wausau Board will be expanded to eight directors, comprised of six independent directors, Thomas J. Howatt, Non-Executive Chairman of the Board and Henry C. Newell, Wausau’s President and Chief Executive Officer. The Board is presently comprised of six members.
Get immediate access to market moving news and alerts with StreetInsider.com Premium - FREE TRIAL!
You May Also Be Interested In
- Ogilvy & Mather Wins 18 Effie Awards, Ranked Most Effective Agency in North America
- Top Brands Thrive Despite Economy According to Millward Brown's Latest BrandZ[TM] top 100 Most Valuable Global Brands Study
- United Technologies (UTX) Prices Aggregate $9.8B Senior Notes Offering
Create E-mail Alert Related Categories
Corporate NewsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
