CSW Industrials, Inc. (the company), a diversified industrial growth company with well established, scalable platforms and domain expertise across industrial products; coatings, sealants and adhesives; and specialty chemicals, has announced that the company has reached an agreement with Newtyn Management LLC and its affiliates (Newtyn) regarding the 2016 Annual Meeting of Stockholders.
Under the terms of the agreement, Newtyn has withdrawn its nominee for election at the annual meeting of stockholders to be held on 8 August 2016, and has agreed to vote in favour of the board’s nominee, Michael R. Gambrell.
The agreement further provides that Newtyn will participate in the development of the position profile of one of the two new directors that are expected to be appointed in the candidate search announced by the company on 6 July 2016. Newtyn will also be permitted to, among other things, (a) recommend candidates to the company’s Nominating Committee, (b) review resumes of the final three director candidates, (c) provide input and recommendations to the company’s Nominating Committee with respect to the candidates, and (d) exclude one candidate from the process to which Newtyn reasonably objects.
In addition, the agreement provides that the board will consider the adoption of a stock repurchase programme. The board, in its sole discretion, will determine whether to approve any stock repurchase programme and the terms of any programme.
Joseph B. Armes, the company’s Chairman and Chief Executive Officer, said, “We are pleased that the company and one of our largest stockholders could reach a mutual agreement to avoid a contested election at our 2016 Annual Meeting. Mike Gambrell is a tremendous asset to our company and I look forward to his re-election to the board at the annual meeting. We appreciate the constructive dialogue with Noah Levy and his colleagues at Newtyn Management. We look forward to working closely with Newtyn Management in the future.”
Noah Levy, Managing Member of Newtyn Management, said, “We are pleased to have reached this agreement with the company. We appreciate the constructive dialogue we have had with Mr. Armes and look forward to working cooperatively with the company in connection with the company’s implementation of its previously announced plan to expand the board.”
Adapted from press release by Francesca Brindle
Read the article online at: https://www.hydrocarbonengineering.com/petrochemicals/20072016/newtyn-management-csw-industrials-agreement-annual-meeting-stockholders-2016-3748/