Omnova Solutions has agreed to support two board nominees backed by activist investor Barington Capital (New York), avoiding a possible proxy fight.
Under the terms of the agreement, two proposed Barington nominees, Barington CEO James Mitarotonda and former A. Schulman CEO Joseph Gingo, and one proposed Omnova nominee, Janet Giesselman, former president of Dow Chemical’s oil and gas business unit, will be nominated by the Omnova board. Barington has withdrawn its earlier nomination of three director candidates and has agreed to vote its shares in favor of Omnova’s nominees.
“We value input from our shareholders and believe this agreement with Barington is in the best interests of the company and all Omnova shareholders,” says Kevin McMullen, Omnova chairman and CEO. “We are confident that each of the new board members will bring valuable expertise that will help us pursue our strategic initiatives to drive shareholder value.”
Barington owns a 2.2% stake in Omnova. “We are pleased to have reached an agreement with Omnova and we look forward to working together with the board and management team to enhance long-term value for all Omnova shareholders,” Mitarotonda says.
Omnova’s board has not yet announced the date for the 2015 annual meeting.
By Robert Westervelt