Ashland and hedge fund Cruiser Capital (New York) today released dueling letters to shareholders in the run-up to Ashland’s 2019 annual meeting on 8 February. The letters reiterated and expanded upon prior claims that the two sides have made in a simmering proxy battle that began publicly in October. Ashland also says it will nominate Hexion CEO Craig Rogerson to its’ board at the annual meeting.
Cruiser, which owns a 2.5% stake in Ashland, claims that Ashland has mischaracterized its’ performance over the past few years, and has criticized Ashland’s corporate governance practices. The firm is aiming to unseat chairman and CEO William Wulfsohn from Ashland’s board, as well as Michael Ward, Brendan Cummins, and William Dempsey, all of whom are members of the board’s Governance and Nominating Committee. “We worry that a few board members in key roles on important committees – particularly the Governance and Nominating Committee – have an outsized influence and have hijacked the opportunity for Ashland to add world class executives to the board,” Cruiser says in its’ letter.
Cruiser also says that Ashland has “failed to adhere to [its] own corporate guidelines” regarding lead independent director Barry Perry, who is scheduled to step down at next month’s annual meeting. Perry has been Ashland’s lead independent director since 2010, despite a bylaw requiring board permission to extend the lead independent director’s term beyond three years.
Ashland says that, if Rogerson is elected, five the company’s 11 directors will have joined the board since the start of 2017. The company also criticized Cruiser, which it says “has not provided our board or management team with any new ideas to drive value.”
However, Ashland has not met with Cruiser’s four board nominees, according to the hedge fund. The four are Bill Joyce, Allen Spizzo, Carol Eicher and Pat Gottschalk.
By Vincent Valk
Source: Chemical Week
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