Newell Brands Reaches Deal With Starboard to End Proxy Fight

(Bloomberg) -- Crock-Pot maker Newell Brands Inc. said it reached a settlement with activist investor Starboard Value to end their proxy fight and bring three new directors to the board.

Newell appointed independent directors Gerardo I. Lopez and Robert Steele, effective immediately, and will nominate Bridget Ryan Berman from Starboard’s slate, Newell said Monday.

Carl Icahn, who also won board representation at Newell last month, has agreed to support the settlement and also have two of his own nominees exit the board to make room for the new directors, according to a Newell statement.

“This board will continue to take the necessary actions to enhance performance and create value for Newell shareholders,” company Chairman Patrick Campbell said.

Newell shares fell less than 1 percent to $26.37 at 12:03 p.m. in New York, valuing the company at $12.8 billion.

The settlement brings an end to one of the more colorful fights this proxy season.

In February, Starboard, which owns 3.8 percent of Newell, teamed up with former executives at Jarden Corp., which was acquired by Newell two years ago. They sought to replace the company’s entire board.

Icahn Move

Those efforts were undercut last month when Icahn, who is Newell’s third-largest shareholder with about 7 percent, struck a deal with the company that would give the billionaire investor seats on the board and see Newell accelerate its transformation plans.

Rather than backing down, Starboard slammed the quality of Icahn’s nominees and argued that his deal with Newell was “hastily constructed.” Before the settlement Monday, Starboard had said it planned to push ahead with a minority slate of nominees.

Icahn said Newell reached out to him to request he give up two of the five board seats he had agreed to in his own settlement to avoid a “potentially disruptive proxy fight.”

“We spoke to Jeff Smith and determined we both have similar goals and objectives to enhance shareholder value, and we therefore agreed to give up two of our seats,” Icahn said in the statement, referring to the Starboard CEO.

Smith said that nine of the 12 directors at Newell will be new to the board and that he believed that the company had solid assets and significant opportunity to improve value for shareholders.

“We are confident this newly reconstituted board will bring a refreshed sense of urgency, oversight and accountability to Newell,” he said.

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