Company Adds Two New Independent Directors to Slate; Independent
Director Robert Cruickshank to Retire
Starboard Agrees to Support All Director Nominees at 2013 Annual
Company Agrees to Amend Shareholder Rights Agreement to Raise
Beneficial Ownership Trigger to 15%
PITTSBURGH -- (Business Wire)
Calgon Carbon Corporation (NYSE: CCC) today announced it has reached an
agreement with Starboard Value LP (Starboard) and its affiliates
regarding the composition of the Board of Directors. Starboard
beneficially owns approximately 9.2% of the outstanding shares of Calgon
Carbon’s common stock.
Under the terms of the agreement, Calgon Carbon will nominate two new
independent directors to the 2013 slate of nominees. Louis S. Massimo,
former Executive Vice President and Chief Operating Officer of Arch
Chemicals, Inc., and Donald C. Templin, Senior Vice President and Chief
Financial Officer of Marathon Petroleum Corporation. Neither is employed
by or affiliated with the Company or with Starboard.
The nominations will be included in the Company’s 2013 proxy statement
and submitted for stockholder approval at the Company's 2013 Annual
Meeting, which has been set for May 1, 2013.
The Company also agreed to amend its shareholder rights agreement to
raise the beneficial ownership trigger from 10% to 15%.
The Company also said that long-time Director Robert W. Cruickshank will
be retiring at the end of his term and not standing for re-election.
Starboard has agreed to vote all of its shares in favor of each of the
Board's nominees at the 2013 Annual Meeting. A total of four director
nominees will stand for election at the Meeting, including the two new
candidates. If all nominees are elected, the Calgon Carbon Board will be
expanded by one seat, to nine directors.
Randy Dearth, Calgon Carbon’s president and chief executive officer,
said, “We are pleased to have reached a constructive agreement with
Starboard resulting in two excellent new candidates as director
nominees. Both individuals will further strengthen our Board with their
considerable operational and financial experience and will contribute to
our transformation initiatives as we become a leaner, higher-performance
“I would also like to express great appreciation to Bob Cruickshank for
his wise counsel and invaluable insights as a member of our Board since
the Company’s inception. We thank him for his many years of dedicated
Jeff Smith, CEO of Starboard, commented, “The new Board candidates are
the outcome of productive conversations with the management and Board of
Calgon Carbon. We believe they will make substantial contributions to
the Company while serving the best interests of all of its stockholders.
We look forward to enhanced value for the benefit of all stockholders.”
The complete agreement between Calgon Carbon and Starboard will be
included as an exhibit to the Company's Current Report on Form 8-K which
will be filed with the Securities and Exchange Commission (“SEC”).
Further details regarding the 2013 Annual Meeting will be included in
the Company's definitive proxy materials, which will be filed with the
The Calgon Carbon Annual Meeting will be held on May 1, 2013, at 1:00
p.m., Eastern Time, at the principal executive office of the Company
located at 400 Calgon Carbon Drive, Pittsburgh, Pennsylvania, 15205.
For more information about Calgon Carbon’s leading activated carbon and
ultraviolet technology solutions for municipalities and industries,
Calgon Carbon Corporation, headquartered in Pittsburgh, Pennsylvania, is
a global leader in services and solutions for making water and air safer
This news release contains historical information and forward-looking
statements. Forward-looking statements typically contain words such as
“expect,” “believe,” “estimate,” “anticipate,” or similar words
indicating that future outcomes are uncertain.Statements looking
forward in time, including statements regarding future growth and
profitability, price increases, cost savings, broader product lines,
enhanced competitive posture and acquisitions, are included in the
company’s most recent Annual Reportpursuant to the “safe harbor”
provision of the Private Securities Litigation Reform Act of 1995. They
involve known and unknown risks and uncertainties that may cause the
company’s actual results in future periods to be materially different
from any future performance suggested herein.Further, the
company operates in an industry sector where securities values may be
volatile and may be influenced by economic and other factors beyond the
company’s control.Some of the factors that could affect future
performance of the company are changes in, or delays in the
implementation of, regulations that cause a market for our products,
acquisitions, higher energy and raw material costs, costs of imports and
related tariffs, labor relations, capital and environmental
requirements, changes in foreign currency exchange rates, borrowing
restrictions, validity of patents and other intellectual property, and
pension costs.In the context of the forward-looking information
provided in this news release, please refer to the discussions of risk
factors and other information detailed in, as well as the other
information contained in the company’s most recent Annual Report.
Calgon Carbon Corporation
Gail A. Gerono, 412-787-6775
President – Investor Relations and Communications
Source: Calgon Carbon Corporation
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