Company to Add Daniel D. Greenwell, William F. Murdy and Richard S.
Sanders, Jr. to Board of Directors in Connection with 2014 Annual
Meeting; Board Size to Remain at Ten
OKLAHOMA CITY--(BUSINESS WIRE)--Apr. 3, 2014--
LSB Industries, Inc. (NYSE:LXU) (“LSB”) today announced that it will
nominate Daniel D. Greenwell and William F. Murdy for election to LSB’s
Board of Directors at the Company’s upcoming 2014 Annual Meeting of
Stockholders. In addition, Richard S. Sanders, Jr. will be appointed to
the Board, effective as of the date of the 2014 Annual Meeting, to fill
a vacancy in the class of directors whose term expires at the 2015
Annual Meeting of Stockholders. Incumbent directors Donald W. Munson and
Ronald V. Perry have informed the Company that they will not stand for
reelection at the 2014 Annual Meeting and John A. Shelley, a director in
the class whose term expires at the 2015 Annual Meeting, has informed
the Company that he will retire from the Board, effective as of the date
of the 2014 Annual Meeting.
"We are pleased to have reached agreement on the composition of the
Board," said Jack Golsen, LSB’s Board Chairman and CEO. "We remain
committed to enhancing stockholder value, and we believe the
improvements we are making to increase capacity, upgrade facilities and
stabilize operating performance will improve earnings, positioning LSB
for enhanced growth and profitability.”
Mr. Golsen continued, "On behalf of the entire Board, I would also like
to thank Messrs. Munson, Perry and Shelley for their dedicated service
and contributions to the Board and LSB over many years."
In connection with today’s announcement, LSB has entered into an
agreement with Starboard Value LP (“Starboard”), which beneficially owns
approximately 4.9% of the Company’s outstanding shares. Under the
agreement, Starboard has agreed, among other things, not to solicit
proxies or participate in any “withhold” campaign in connection with the
2014 Annual Meeting and to vote its shares in support of all of the
Company's director nominees. Starboard has also agreed to vote all of
its shares in accordance with the Board’s recommendation with respect to
the Company’s say-on-pay proposal, subject to the recommendation of
Institutional Shareholder Services.
In addition, the Company will establish a Strategic Committee following
the 2014 Annual Meeting, which will provide the Board with
recommendations related to strategic matters. The Strategic Committee
will be composed of four Board members, including Messrs. Greenwell and
Murdy and two members who will be selected by the Board.
Jeff Smith, CEO of Starboard, stated, “We are pleased to be able to work
constructively with LSB and look forward to substantial improvement and
value creation. We believe that the new members on the Board will bring
new energy and ideas along with their substantial industry expertise in
order to help the Company maximize value for LSB stockholders. Dan
Greenwell’s and Richard Sanders’ extensive operational and financial
experience as senior executives of highly successful nitrogen fertilizer
companies, and Bill Murdy’s experience as CEO of a leading climate
control company, will be of great value to the company as LSB focuses on
improving performance. Additionally, we expect the strategic committee
to immediately analyze strategic, structural, operational, and financial
opportunities with a fresh perspective in order to recommend to the
board the best opportunities to maximize value for shareholders.”
In connection with today’s announcement, Engine Capital and Red Alder
(collectively, "Engine"), which beneficially own approximately 0.9% of
the Company’s outstanding shares, entered into an agreement with the
Company, whereby Engine has withdrawn its nominations notice and agreed
to vote its shares in support of all of the Company’s director nominees.
Arnaud Ajdler, Managing Partner of Engine said, “We believe that the
addition of these independent individuals to the LSB Board will benefit
Messrs. Greenwell and Murdy will be designated as nominees for the class
of directors with terms expiring at the 2017 Annual Meeting of
Stockholders. Mr. Sanders will become a member of the Board, effective
as of the date of the 2014 Annual Meeting, in the class of directors
with terms expiring at the 2015 Annual Meeting, to fill the vacancy
created by Mr. Shelley’s retirement. The Company expects to hold the
2014 Annual Meeting no later than June 20, 2014.
Credit Suisse is serving as financial advisor to LSB and Wachtell,
Lipton, Rosen & Katz and Conner & Winters, LLP are acting as legal
About Daniel D. Greenwell
Daniel D. Greenwell, 51, has served as the Chief Financial Officer and
Executive Vice President of Sabre Industries Inc., a private equity-held
manufacturer of utility and cell towers, since April 2013. In his
current position, Mr. Greenwell focuses on operational change and value
creation opportunities and is responsible for all financial aspects of a
fast-growing manufacturing and service business. From January 2012 until
March 2013, Mr. Greenwell served as Senior Vice President and Chief
Financial Officer of Tronox Limited, a leading global producer and
marketer of titanium dioxide pigment. Prior to that, Mr. Greenwell
served as Corporate Controller and Senior Vice President and Chief
Financial Officer of Terra Industries, Inc., from 2005 until its
acquisition by CF Industries Holdings Inc. in April 2010. He also served
on the Board of Directors of Terra Nitrogen Company, L.P., a Master
Limited Partnership, from March 2008 until April 2010.
Mr. Greenwell has over 20 years of industrial, financial and operational
experience and has held various senior leadership positions at a number
of public companies, including Belden Inc., Zoltek Companies Inc., and
Sigma Chemical Company. He also served as Senior Manager of KPMG from
1985 to 1992. Mr. Greenwell is a Certified Public Accountant. He
received a Bachelor of Science degree in Accounting from Truman State
About William F. Murdy
William F. Murdy, 72, has served as the Chairman of the Board of
Directors of Comfort Systems USA, Inc. since June 2000. Mr. Murdy
previously served as the Chief Executive Officer of Comfort Systems from
June 2000 until December 2011. Over the course of his career, Mr. Murdy
has served in a variety of senior leadership roles, including as
President and CEO of Club Quarters from 1999 to 2000, President, CEO,
Co-Founder and Chairman of the Board of LandCare USA, Inc. from 1998
until it was acquired by The ServiceMaster Co. in 1999, President and
CEO of General Investment and Development Company from 1989 through
1997. From 1981 to 1989, Mr. Murdy served as the Managing General
Partner of the Morgan Stanley Venture Capital Fund and its associated
management company based in New York City. Mr. Murdy currently serves as
a Director of UIL Holdings Corporation where he is Chair of the
Compensation Committee and serves on the Audit Committee. Mr. Murdy also
serves as a Director of Kaiser Aluminum Corporation, where he is Chair
of the Compensation Committee and serves on the Nominating and Corporate
In addition, Mr. Murdy serves on the Advisory Board of CapStreet
Partners and is a former member of the Advisory Board of Chicago Growth
Partners. He is also the Founder and former Chairman of Warrior Gateway
(connecting Veterans with services), Vice-Chairman and a member of the
Executive Committee of the Board of Business Executives for National
Security (BENS) and a former member of the Board of Visitors for West
Point. At West Point today, he is an emeritus member of the Board of
Trustees of the West Point Association of Graduates and a principal and
Chairman of the Hotel Thayer and Chairman of its associated Thayer
Leader Development Group, which provides corporate executive leader
development. Mr. Murdy holds a Bachelor of Science degree in Engineering
from the U.S. Military Academy, West Point, and a Master's degree in
Business Administration from the Harvard Business School.
About Richard S. Sanders, Jr.
Mr. Richard S. Sanders, Jr., 57, served as Vice President of
Manufacturing of Terra Industries Inc. from 2003 until the acquisition
of Terra Industries by CF Industries Holdings, Inc. in April 2010. On
completion of the transaction, he worked on the integration of
manufacturing operations, and as Vice President Environmental Health and
Safety, Engineering and Procurement. At Terra Industries Inc ., Mr.
Sanders was responsible for Terra's six manufacturing facilities'
overall operations including production operations, environmental health
and safety, project engineering, and technical services. He was also
responsible for Terra's capital investment program of approximately $250
million per year, including major expansion projects. Mr. Sanders was
Plant Manager of Terra’s Verdigris, Oklahoma nitrogen manufacturing
complex for nine years prior to his role as Vice President of
Manufacturing. Prior to Terra, Mr. Sanders served as Plant Manager at
the Beaumont Methanol Corporation 800,000 GPD methanol manufacturing
facility and in management and engineering positions for Agrico Chemical
Company. Mr. Sanders has served as a Non-Executive Director of Open
Joint Stock Company Mineral and Chemical Company EuroChem during 2013.
Mr. Sanders earned a B.S. in Chemical Engineering from Louisiana State
University in Baton Rouge in 1980.
About LSB Industries, Inc.
LSB is a manufacturing and marketing company. LSB’s principal business
activities consist of the manufacture and sale of chemical products for
the agricultural, mining, and industrial markets, and the manufacture
and sale of commercial and residential climate control products, such as
geothermal and water source heat pumps, hydronic fan coils and modular
geothermal chillers, and large custom air handlers.
This press release includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally are identified by use of the
words “believes”, “expects”, “intends”, “anticipates”, “plans to”,
“estimates”, “projects”, “should” or similar expressions, including,
without limitation, statements regarding enhancing stockholder value,
improving earnings, enhanced growth and profitability and matters
relating to the 2014 Annual Meeting. These forward-looking statements
speak only as of the date of this press release, and LSB expressly
disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained herein to reflect
any change in LSB’s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.
Source: LSB Industries, Inc.
LSB Industries, Inc.
Tony M. Shelby,
Chief Financial Officer
Senior Vice President
MacKenzie Partners Inc.
Dan Burch / Larry
Wilkinson Brimmer Katcher
Tim Lynch / Sharon Stern / Jed Repko