Hoboken-based Newell Brands entered into a cooperation agreement with Carl C. Icahn, chairman of Icahn Enterprises LP (IEP), who owns approximately 6.9 percent of the company’s outstanding shares.
As part of the agreement, Newell Brands has agreed to appoint each of the following individuals designated by Icahn to the Newell Brands Board of Directors effective immediately: Patrick Campbell, Brett Icahn, Andrew Langham and Courtney Mather, with Campbell elected to serve as the new Chairman of the Board.
These designees will serve alongside James Craigie, Debra Crew, Michael Polk, Steven Strobel and Michael Todman on the Newell Brands Board of Directors. In addition, Judith Sprieser and another independent director nominee to be designated by Icahn, and approved by the Board, will be nominated to stand for election at the 2018 Annual Meeting. Pursuant to the Agreement, Icahn has agreed to vote all of his shares in favor of the Newell Brands nominees at the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”).
In addition, Newell Brands has expanded its accelerated transformation plan, which remains focused on creating a company that is simpler, faster and stronger. The company believes there are further accretive divestiture opportunities that will bring the total yield of the accelerated transformation plan to approximately $10 billion of after-tax proceeds (although the company will only make divestitures at competitive market multiples). The company reiterated that it will continue to execute its strategic initiatives, including:
The agreement with Icahn provides that the company’s Finance Committee, which will be chaired by Courtney Mather, will oversee, in addition to its existing responsibilities, the divestitures contemplated by the Company’s expanded accelerated transformation plan.
“We are pleased to have reached this agreement with the Newell Brands Board and I am confident that the entire company will benefit from the fresh perspectives of these new directors,” saidIcahn. “IEP in the past has joined boards and greatly enhanced value for shareholders at numerous companies, including Tropicana, National Energy, Stratosphere Entertainment, Motorola, Herbalife, Hologic, eBay/PayPal, Forest Labs, Hain Celestial and Take-Two Interactive to name only a few of the many. I believe we will be successful in helping to enhance value in the same way at Newell Brands. This company has a great stable of brands, and I believe a streamlined consumer-facing portfolio will help the company focus on the most important businesses and reignite the performance in their core businesses. The company is significantly undervalued today, and I believe this new Board will help the management team generate significant value for shareholders, first through an expanded transformation plan and then through strengthened underlying performance. Michael Polk and the rest of the management team now have a solid strategy in place which we support and believe will result in strengthened performance over time.”
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