A. Schulman, Inc. has announced the appointment of Allen A. Spizzo and Carol S. Eicher to its Board of Directors, effective immediately.
In connection with these appointments, the Board size will be increased to ten directors, nine of whom will be independent. Mr. Spizzo will serve on the Board’s Audit, Finance, and Nominating and Corporate Governance Committees, and Ms. Eicher will serve on the Compensation, Audit and Executive Committees. Both Mr. Spizzo and Ms. Eicher will stand for re-election to the Board at A. Schulman’s 2017 Annual Meeting of Stockholders.
A. Schulman also announced today that Dr. William H. Joyce has been appointed Senior Advisor to the Board, effective immediately. In this capacity, Dr. Joyce will serve as a consultant to the Company and as an advisor to the Board for a term of two years.
“Carol, Allen and Bill each have a deep understanding of the global chemicals industry and we are excited that they will contribute their time, energy and experience to the A. Schulman Board,” said Joseph M. Gingo, A. Schulman Chairman, President and Chief Executive Officer. “In particular, their collective industry knowledge will help support our planned leadership succession as it relates to our CEO search. These appointments are in line with a number of important governance steps our Board has taken over the past year to refine the Company’s focus and improve its execution of sustainable value creation for the benefit of our shareholders. Lastly, I’d like to personally extend my thanks to Keith Rosenbloom and Charlie Rose from Cruiser Capital for their professionalism as we negotiated this cooperation agreement.”
These appointments follow a cooperation agreement among A. Schulman, Cruiser Capital Advisors, LLC, and Kingdon Capital Management, L.L.C., which collectively own 9.83% of A. Schulman common stock. The Joyce Trusts, in which Dr. Joyce has a pecuniary interest, own 2.55% of A. Schulman common stock.
“I see incredible opportunity to improve the operations at A. Schulman. I’m excited to work with Joe and the Board to help A. Schulman’s talented workforce create better outcomes for associates, customers and shareholders. As a significant owner of A. Schulman’s common stock, I am focused on ensuring that the Company maximizes value for all shareholders,” said Dr. William Joyce.
“We invested in A. Schulman because it is a resilient business in an industry with excellent long-term prospects, and our productive, collaborative dialogue with the A. Schulman team has reinforced our confidence in the Company. We believe the additional contributions from Bill Joyce, Carol Eicher and Allen Spizzo will assist A. Schulman in dramatically improving its margins and cash flow through innovation and increased capacity utilization,” said Keith M. Rosenbloom, Cruiser Capital’s Managing Member.
“We are pleased to reach this agreement and believe that these additions to the Board and Bill’s appointment as Senior Advisor represent a continuation of meaningful changes A. Schulman has taken to deliver attractive returns while positioning the Company for future success. Importantly, this collaboration demonstrated to us a willingness by management to be open to different opinions and ideas,” said Mark E. Kingdon, Founder and Chief Executive Officer of Kingdon Capital Management.
Pursuant to the agreement, the parties have agreed to certain customary standstill and voting provisions. Cruiser Capital and Kingdon Capital have agreed to vote in favor of the Company’s slate of nominees recommended by the Board at the 2017 Annual Meeting. The agreement will be filed on a Form 8-K with the Securities and Exchange Commission.
Source: A. Schulman, Inc.
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