AKRON, Ohio, Sept. 8, 2017 /PRNewswire/ -- A. Schulman, Inc.
(Nasdaq: SHLM) today announced the appointment of Allen A. Spizzo and Carol S. Eicher to its Board of Directors ("the
Board"), effective immediately. In connection with these
appointments, the Board size will be increased to ten directors,
nine of whom will be independent. Mr. Spizzo will serve on the
Board's Audit, Finance, and Nominating and Corporate Governance
Committees, and Ms. Eicher will serve on the Compensation, Audit
and Executive Committees. Both Mr. Spizzo and Ms. Eicher will stand
for re-election to the Board at A. Schulman's 2017 Annual Meeting
of Stockholders.
A. Schulman also announced today that Dr. William H. Joyce has been appointed Senior
Advisor to the Board, effective immediately. In this capacity, Dr.
Joyce will serve as a consultant to the Company and as an advisor
to the Board for a term of two years.
"Carol, Allen and Bill each have a deep understanding of the
global chemicals industry and we are excited that they will
contribute their time, energy and experience to the A. Schulman
Board," said Joseph M. Gingo, A.
Schulman Chairman, President and Chief Executive Officer. "In
particular, their collective industry knowledge will help support
our planned leadership succession as it relates to our CEO search.
These appointments are in line with a number of important
governance steps our Board has taken over the past year to refine
the Company's focus and improve its execution of sustainable value
creation for the benefit of our shareholders. Lastly, I'd like to
personally extend my thanks to Keith
Rosenbloom and Charlie Rose
from Cruiser Capital for their professionalism as we negotiated
this cooperation agreement."
These appointments follow a cooperation agreement among A.
Schulman, Cruiser Capital Advisors, LLC, and Kingdon Capital
Management, L.L.C., which collectively own 9.83% of A. Schulman
common stock. The Joyce Trusts, in which Dr. Joyce has a pecuniary
interest, own 2.55% of A. Schulman common stock.
"I see incredible opportunity to improve the operations at A.
Schulman. I'm excited to work with Joe and the Board to help A.
Schulman's talented workforce create better outcomes for
associates, customers and shareholders. As a significant owner of
A. Schulman's common stock, I am focused on ensuring that the
Company maximizes value for all shareholders," said Dr.
William Joyce.
"We invested in A. Schulman because it is a resilient business
in an industry with excellent long-term prospects, and our
productive, collaborative dialogue with the A. Schulman team has
reinforced our confidence in the Company. We believe the additional
contributions from Bill Joyce,
Carol Eicher and Allen Spizzo will assist A. Schulman in
dramatically improving its margins and cash flow through innovation
and increased capacity utilization," said Keith M. Rosenbloom, Cruiser Capital's Managing
Member.
"We are pleased to reach this agreement and believe that these
additions to the Board and Bill's appointment as Senior Advisor
represent a continuation of meaningful changes A. Schulman has
taken to deliver attractive returns while positioning the Company
for future success. Importantly, this collaboration demonstrated to
us a willingness by management to be open to different opinions and
ideas," said Mark E. Kingdon,
Founder and Chief Executive Officer of Kingdon Capital
Management.
Pursuant to the agreement, the parties have agreed to certain
customary standstill and voting provisions. Cruiser Capital and
Kingdon Capital have agreed to vote in favor of the Company's slate
of nominees recommended by the Board at the 2017 Annual Meeting.
The agreement will be filed on a Form 8-K with the Securities and
Exchange Commission.
About Carol S. Eicher
Carol Eicher is the non-executive
chairman of Innocor, Inc., where she is the past President and CEO.
She serves on the Board of Directors and is the current Chair of
the Governance Committee for Tennant Company. She brings over
thirty years of manufacturing, commercial and executive leadership
experience in the chemical industry to the Board with previous
positions at Dow Chemical Co., where she was Business President for
Coatings and Construction, a $5
billion global business, as an executive officer at Rohm and
Haas and Ashland, Inc. as well as
in manufacturing leadership roles at DuPont. Ms. Eicher obtained
her Bachelor's degree in chemical engineering from the University of Pennsylvania in Philadelphia and her MBA from York College of Pennsylvania.
About Allen A. Spizzo
Allen Spizzo currently serves on the
Board of Directors as a member of the Audit and Compensation
Committees for Ferro Corporation, and on the Board of Directors of
Global Specimen Solutions, Inc., a privately held informatics
company. He previously served on the Board of Directors of OM
Group, Incorporated, a global specialty chemicals and materials
company. He is the former Vice President and Chief Financial
Officer of Hercules Incorporated, an S&P 500 specialty chemical
company and has been a management consultant focused on the
chemicals, materials, biotechnology and pharmaceutical industries
since 2008. He also serves as an investment advisor and asset
management trustee. Mr. Spizzo received a BS in Chemical
Engineering from North Carolina State
University and an MBA from University
of Akron.
About William H. Joyce
Dr. Joyce is the Chairman and Chief Executive Officer of Advanced
Fusion Systems LLC. He is also the retired Chairman of the Board
and Chief Executive Officer of Nalco Holding Co., Hercules Inc.,
Union Carbide Corporation and former Vice Chairman of Dow Chemical
Co. He is an active member of scientific bodies and panels, was
awarded the National Medal of Technology, and was selected as one
of the hundred most successful engineers of the century by the
American Institute of Chemical Engineers. Dr. Joyce received a BS
in Chemical Engineering from Pennsylvania
State University, and an MBA with distinction and a PhD in
Business, both from New York
University.
About A. Schulman, Inc.
A. Schulman, Inc. is a
leading international supplier of high-performance plastic
compounds and resins headquartered in Akron, Ohio. Since 1928, the Company has been
providing innovative solutions to meet its customers' demanding
requirements. The Company's customers span a wide range of markets
such as packaging, mobility, building & construction,
electronics & electrical, agriculture, personal care &
hygiene, sports, leisure & home, custom services and others.
The Company employs approximately 4,800 people and has 54
manufacturing facilities globally. A. Schulman reported net sales
of approximately $2.5 billion for the
fiscal year ended August 31, 2016.
Additional information about A. Schulman can be found at
www.aschulman.com.
About Cruiser Capital Advisors:
Cruiser Capital
Advisors, LLC is an investment management firm that concentrates
its investments in companies it believes trade at public market
values substantially different from what strategic buyers would pay
for the enterprise. Cruiser often utilizes a constructivist
approach to help bring customers, personnel and strategic thinking
in an effort to collaborate with management teams to help drive
equity value.
About Kingdon Capital:
Kingdon Capital Management,
LLC is a New York based
alternative investment firm founded in 1983. Kingdon employs
a research-driven process, investing across geographies, industries
and asset classes, and maintains a collegial, collaborative culture
that enables the investment team to work together across
disciplines.
Cautionary Statements
A number of the matters
discussed in this document that are not historical or current facts
deal with potential future circumstances and developments and may
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historic or current facts and relate to future events
and expectations. Forward-looking statements contain such words as
"anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," and other words and terms of similar meaning in
connection with any discussion of future operating or financial
performance. Forward-looking statements are based on management's
current expectations and include known and unknown risks,
uncertainties and other factors, many of which management is unable
to predict or control, that may cause actual results, performance
or achievements to differ materially from those expressed or
implied in the forward-looking statements. Important factors that
could cause actual results to differ materially from those
suggested by these forward-looking statements, and that could
adversely affect the Company's future financial performance,
include, but are not limited to, the following:
- worldwide and regional economic, business and political
conditions, including continuing economic uncertainties in some or
all of the Company's major product markets or countries where the
Company has operations;
- the effectiveness of the Company's efforts to improve operating
margins through sales growth, price increases, productivity gains,
and improved purchasing techniques;
- competitive factors, including intense price competition;
- fluctuations in the value of currencies in areas where the
Company operates;
- volatility of prices and availability of the supply of energy
and raw materials that are critical to the manufacture of the
Company's products, particularly plastic resins derived from oil
and natural gas;
- changes in customer demand and requirements;
- effectiveness of the Company to achieve the level of cost
savings, productivity improvements, growth and other benefits
anticipated from acquisitions and the integration thereof, joint
ventures and restructuring initiatives;
- escalation in the cost of providing employee health care;
- uncertainties regarding the resolution of pending and future
litigation and other claims;
- the performance of the global automotive market as well as
other markets served;
- further adverse changes in economic or industry conditions,
including global supply and demand conditions and prices for
products;
- operating problems with our information systems as a result of
system security failures such as viruses, cyber-attacks or other
causes;
- our current debt position could adversely affect our financial
health and prevent us from fulfilling our financial obligations;
and
- failure of counterparties to perform under the terms and
conditions of contractual arrangements, including suppliers,
customers, buyers and sellers of a business and other third parties
with which the Company contracts.
The risks and uncertainties identified above are not the only
risks the Company faces. Additional risk factors that could affect
the Company's performance are set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 2016. In addition, risks and
uncertainties not presently known to the Company or that it
believes to be immaterial also may adversely affect the Company.
Should any known or unknown risks or uncertainties develop into
actual events, or underlying assumptions prove inaccurate, these
developments could have material adverse effects on the Company's
business, financial condition and results of operations.
Important Additional Information and Where to Find It
The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from stockholders in connection with the Company's 2017
Annual Meeting. The Company plans to file a proxy statement with
the U.S. Securities and Exchange Commission (the "SEC") in
connection with the solicitation of proxies for the 2017 Annual
Meeting (the "2017 Proxy Statement"). STOCKHOLDERS ARE URGED
TO READ THE 2017 PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Additional information regarding the identity of these
potential participants, none of whom, other than the Company's
Chairman, President and Chief Executive Officer, Joseph M. Gingo, and the Company's independent
director, James A. Mitarotonda, in
each case who beneficially own in excess of one percent 1% of the
Company's outstanding shares of common stock, and their direct or
indirect interests, by security holdings or otherwise, will be set
forth in the 2017 Proxy Statement and other materials to
be filed with the SEC in connection with the 2017 Annual Meeting.
Information relating to the foregoing can also be found in the
Company's definitive proxy statement for its 2016 annual meeting of
stockholders (the "2016 Proxy Statement"), filed with the SEC on
October 28, 2016. To the extent
holdings of the Company's securities by such potential participants
(or the identity of such participants) have changed since the
information printed in the 2016 Proxy Statement, such information
has been or will be reflected on Statements of Change in Ownership
on Forms 3 and 4 filed with the SEC.
Stockholders will be able to obtain, free of charge, copies of
the 2017 Proxy Statement, any amendments or supplements thereto and
any other documents (including the WHITE proxy card) when filed by
the Company with the SEC in connection with the 2017 Annual Meeting
at the SEC's website http://www.sec.gov, at the Company's website
http://ir.aschulman.com/ or by contacting the Company's Vice
President of Corporate Communications & Investor relations by
mail at A. Schulman, Inc., 3637 Ridgewood Road, Fairlawn, Ohio 44333, by phone at (330)
668-7346 or by email at Jennifer.Beeman@aschulman.com.
SHLM_ALL
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SOURCE A. Schulman, Inc.