Starboard Nominates Directors to Huntsman’s Board
Activist investor Starboard Value has nominated four directors to Huntsman’s board, launching a potential proxy fight. Its candidates are Jeffrey Smith, Starboard’s founder and CEO; James Gallogly, former LyondellBasell CEO; Sandra Beach Lin, former CEO of solar silicon firm Calisolar, former executive vice president of Celanese and president of its then-plastics arm Ticona; and Susan Schnabel, co-founder and co-managing partner of aPriori Capital Partners.
As a group, Starboard said, its nominees “have substantial and highly successful experience in the chemical, energy and broader industrial industries.” Beach Lin currently serves on the boards of US plastics producers Trinseo and Avient (formerly PolyOne). Gallogly is a former director of DuPont. Schnabel, a chemical engineer, is a director of Versum Materials and Rockwood Holdings, which owns Air Products and Chemicals, her former employer.
In a letter written by Smith to Huntsman chairman Peter Huntsman on Jan. 12, Starboard accused the existing Huntsman board of a lack of execution and said unfulfilled promises during the past several years have translated into poor stock price performance, leaving long-term shareholders significantly worse off.
“We believe that Huntsman’s operating performance and capital allocation can be meaningfully improved, and significant opportunities exist to unlock substantial value for all shareholders,” said Starboard, which holds an 8.6% stake in the chemical producer.
In turn, Huntsman said it was "deeply disappointed” that Starboard is “forcing the company and its shareholders through the cost and distraction of an unnecessary proxy contest,” adding that it had held numerous discussions with Starboard in recent months, with several initiatives and a board refreshment in progress. “There was, and continued to be, no misalignment with Starboard on the company's objectives and strategic initiatives,” it said.
Huntsman announced last November that it was starting a strategic review of its Textile Effects division and a $1 billion share repurchase program, as well as implementing a multi-year incentive program for officers and vice presidents. Earlier this month, the Texas-based group also appointed three new board members to replace existing directors.
But Starboard accused Huntsman of acting in a “highly defensive manner,” taking three distinct actions that it believes were intended to disenfranchise shareholders. These actions included replacing board members, cutting the director nomination window from nearly a month to 10 days and refusing to allowing shareholders the use of a Universal Proxy Card that would allow them to choose between the company’s slate and names submitted by others.
According to Huntsman, Starboard did not provide the names of its director candidates when asked repeatedly last month. And once Starboard did finally share the names of three candidates on Jan. 5, Huntsman said it interviewed both Gallogly and Lin within 48 hours. Following these interviews, the company said it attempted to work constructively with Starboard to reach an agreement and avoid a proxy contest. However, despite Huntsman's multiple good faith attempts to reach an amicable outcome, an agreement could not be reached.
Huntsman’s annual general meeting will be held on Mar. 25, when shareholders will vote on the nominations.
Author: Elaine Burridge, Freelance Journalist
