Bemis Company, Inc. (NYSE: BMS) today announced that it has entered into an agreement with Starboard Value LP (“Starboard”), which currently owns approximately 3.3% of the Company’s outstanding shares, pursuant to which its Board of Directors has appointed Guillermo Novo, Marran H. Ogilvie, George W. Wurtz III, and Robert H. Yanker as new independent directors to the Company’s Board, effective immediately. The Company also announced that Ronald J. Floto and William L. Mansfield will retire from the Board at the end of their current terms and will not stand for reelection at the 2018 Annual Meeting. Following the 2018 Annual Meeting, the Board will be comprised of 13 directors, 12 of whom will be independent.
In addition, Bemis created a Finance and Strategy Committee of the Board, which will be composed of two incumbent directors, David S. Haffner and Philip G. Weaver, and two new directors, Marran H. Ogilvie and Robert H. Yanker. The committee will be responsible for reviewing a wide range of topics, including the Company’s financial matters, strategic direction, and potential merger, acquisition, and divestiture opportunities, and make recommendations to the Board regarding such topics.
Timothy M. Manganello, Chairman of the Bemis Board, said, “We are pleased to welcome Guillermo, Marran, George, and Rob as new independent members to the Bemis Board. They each bring relevant experience and perspectives in areas essential to our business, including finance, operational, and industry expertise, and we look forward to benefitting from their insights. The addition of these directors underscores our focus on continuing to evolve the skills represented on the Board to best position the Company for success as we implement and execute on Agility, our comprehensive strategic plan to fix, strengthen, and grow our business. Importantly, Bemis’ solid fourth quarter 2017 results demonstrate that the Company is building momentum on its objectives and taking the right actions to enhance profitability and create value for Bemis shareholders.”
Mr. Manganello continued. “On behalf of the entire Board and management team, I want to thank Ron Floto and Bill Mansfield for their many contributions to Bemis during their tenure. We wish them all the best in their future endeavors.”
Peter Feld, Managing Member at Starboard, said, “We are pleased to have worked constructively with Bemis to reach an agreement to strengthen the Board with new independent directors and to create a new Finance and Strategy Committee of the Board. The appointment of these new directors will bring additional insights and valuable expertise to Bemis as it focuses on profitability and growth. We look forward to continuing to work closely with management and the Board as we pursue our common goal of enhancing shareholder value.”
Under the agreement, Starboard will vote its shares in favor of all of the Board’s nominees and support all Board recommended proposals at the Company’s 2018 Annual Meeting of Shareholders, among other things. This agreement will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.
