Calgon Carbon will add two new directors to its board as part of a settlement with an activist shareholder who had threatened a proxy fight.
Starboard Value LP, a New York investment fund that owns 9.2 percent of the Robinson environmental products and services company's stock, will vote for the two proposed directors as part of the agreement. The nominees are former Arch Chemical chief operating officer Louis S. Massimo and former Marathon Petroleum chief financial officer Donald C. Templin.
Calgon Carbon announced the agreement Tuesday morning. It also said longtime director Robert W. Cruikshank will retire.
As a result, the size of the company's board will increase to nine members, from eight.
"Both individuals will further strengthen our board with their considerable operational and financial expertise, and will contribute to our transformation initiatives as we become a leaner, high performance enterprise," Calgon Carbon president and CEO Randy Dearth said in a prepared statement.
Starboard Value disclosed in January that it had acquired a 7.7 percent stake in the company and that it intended to nominate three directors: Mr. Massimo, Starboard principal Jeffrey C. Smith and Lee D. Meyer.
The investment fund said last month it had increased its stake to 9.2 percent.
Calgon Carbon said the directors will be elected at its May 1 shareholder meeting at the company's headquarters.
Calgon Carbon shares closed Tuesday at $17.85, down 3 cents. They are up 26 percent this year.
Len Boselovic: firstname.lastname@example.org or 412-263-1941. First Published March 12, 2013 9:30 AM