NEW YORK, April 24, 2012 /PRNewswire/ -- H Partners
Management, LLC ("H Partners"), a beneficial owner of approximately
15.3 percent of Sealy Corporation's (NYSE: ZZ) ("Sealy" or the
"Company") outstanding shares, commented today on the voting
results for Sealy's director nominees at the Company's Annual
Meeting of Stockholders. As disclosed by Sealy, 61 percent of
the shares voted at the meeting that were not owned by or
affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR") or a
company insider withheld support for Deborah Ellinger, James
Johnston, and Gary
Morin.
This result is in line with H Partners' recommendation to
replace three directors, and the recommendations of independent
proxy advisory services ISS and Glass Lewis.
H Partners issued the following statement:
These voting results represent a
decisive vote of "no confidence" for the incumbent Sealy
directors. KKR engaged public investors in April 2006 when it sold 10 million shares in
Sealy's IPO at $16.00 per share and
paid itself a dividend. Now, with the stock at $2.04 per share, Sealy and KKR prefer to ignore
stockholders, ISS, and Glass Lewis. We are disappointed with
both KKR and the "independent" directors who have overseen the
destruction of $1.2 billion or almost 90% of stockholder
value, approved excessive fees to KKR, and disregarded public
stockholders.
With a CEO search underway and
deteriorating financial performance, the Company is at a critical
inflection point. The time has come for KKR and the board to
provide equal rights and representation for all
stockholders.
H Partners urges the board to address its governance defects by
implementing the following recommendations:
- Appoint an H Partners representative to the Sealy board, in
line with H Partners' ownership stake. This individual should serve
on the Nominating & Corporate Governance Committee and the CEO
Search Committee.
- Replace three KKR-affiliated directors with truly independent
directors to bring KKR's representation in line with its ownership
interest. These new directors should be recommended by
non-KKR stockholders, and at least one of these directors should
serve on the Nominating & Corporate Governance Committee.
- Request the resignation of Dean
Nelson, CEO of KKR Capstone, due to obvious conflicts of
interest involved with having a provider of consulting
services on the board.
- Create a "Conflicts Committee" comprising three independent
directors.
H Partners will not cease in its efforts to reform the
governance and oversight of Sealy, and will continue to pursue all
avenues to protect its investment.
H Partners is filing a Schedule 13D amendment with the
Securities and Exchange Commission. The filing, which
includes additional detailed information, will be available on the
SEC's website at www.sec.gov.
SOURCE H Partners Management, LLC