![]() ![]() The Company will include the Observer (or any Second Replacement Director thereof, as applicable) in the Company’s proxy statement for the 2023 Annual Meeting, which shall provide that the Company intends to increase the size of the Board to twelve (12) directors and appoint the Observer (the “ Second New Director” and together with the First New Director, the “ New Directors”) to the Board immediately following the 2023 Annual Meeting. The Company will include the First New Director (or any First Replacement Director thereof (as defined below), as applicable) in the Company’s slate of ten (10) nominees for election as directors of the Company at the 2023 Annual Meeting and will use commercially reasonable efforts to cause the election of the First New Director to the Board at the 2023 Annual Meeting (including the Board recommending that the Company’s stockholders vote in favor of the election of the First New Director in the Company’s proxy statement for the 2023 Annual Meeting and otherwise supporting the First New Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). As a condition to the Second New Director (or any Second Replacement Director (as defined below) thereof, as applicable) serving as the Observer, the Second New Director (or any Second Replacement Director thereof, as applicable) will have delivered an undertaking to the Company as set forth on Exhibit A (the “ Observer Undertaking”). The Observer will have the right to attend and participate, but not vote, at all meetings of the Board, the Advisory Committee (as defined below) and the Compensation & Talent Development Committee of the Board during this period (whether such meetings are held in person, telephonically or otherwise). The Company will be entitled to withhold any information and exclude the Observer from any Board or Board committee meeting, or any portion thereof, as is reasonably determined by the Company to be necessary to protect the Company’s attorney-client privilege. Also see SA contributor Daniel Jones' piece entitled "Berry Global Group: A Great Play On Packaging.The Company agrees that during the period commencing on the date hereof until the appointment of the Observer to the Board, the Observer will receive, on a confidential and restricted basis, copies of all documents distributed to the Board, including, without limitation, notice of all meetings of the Board, all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board, and all minutes related to each meeting of the Board occurring on or after the date hereof contemporaneous with their distribution to the Board.Earlier this year, Ancora was part of a group of activists who were able to secure some board seats on Kohl's board and push the retailer for an expanded repurchase plan.Ancora is also asking the company to increase its share buybacks to $1B and use sale-leasebacks for its real estate, according to the WSJ.Berry last week announced a plan to repurchase $50M common shares.In February 2020, Canyon Capital called on the company to sell some non-core businesses and use the proceeds to pay down debt to improve its stock performance. Ancora is not the first shareholder to try pressure Berry Global ( BERY).Ancora believes Berry, which has a market cap of abut $9B, may be worth a $100/share in a sale. Ancora owns about a 1% stake in Berry Global ( BERY) is urging the company to explore strategic alternatives and consider other changes, according to a WSJ report, which cited a letter sent to the company's board.is said to be targeting Berry Global (NYSE: BERY) and is pushing the packaging manufacturer to explore a sale.
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