The Board of Ferro Corporation has announced that it is to recommend declassification and other steps, and will name Peter T. Thomas Chairman of the Board. At the Annual Meeting, the company will also propose a conditional amendment to its Code of Regulations to declassify its Board of Directors and a conditional amendment to its Eleventh Amended Articles of Incorporation to eliminate cumulative voting in the election of directors.
Ferro Corporation has announced that its Board of Directors has voted to recommend that shareholders approve the declassification of the Board and other governance practices in furtherance of the company’s continuing commitment to serve the long-term interests of all Ferro shareholders. The Board also announced its intention to appoint Peter T. Thomas, the company’s President and Chief Executive Officer, to the additional role of Chairman of the Board.
At the company’s 2014 Annual Meeting, the company will propose a conditional amendment to its Code of Regulations to declassify its Board of Directors and a conditional amendment to its Eleventh Amended Articles of Incorporation to eliminate cumulative voting in the election of directors, in each case beginning with the election of directors at the 2014 Annual Meeting.
If both amendments are approved by Ferro shareholders, the declassification would be implemented via a phased-in approach. Under this approach, the director nominees of the class standing for election at the 2014 Annual Meeting would be elected to one-year terms and the directors in the two remaining classes would serve out their three-year terms until the 2015 or 2016 Annual Meeting, as applicable. The amended Code of Regulations would provide that directors elected at and after the 2014 Annual Meeting would serve for one-year terms.
Each of the above proposals is conditioned on the approval of the other, and neither proposal will take effect unless shareholders approve both proposals at the 2014 Annual Meeting.
In addition, before or immediately following the company’s 2014 Annual Meeting, the company will take action to amend its Code of Regulations to eliminate provisions containing voting or participation requirements that are greater than a simple majority standard.
The Board has decided that, at the organizational meeting of the Board of Directors immediately following the 2014 Annual Meeting, the company’s President and Chief Executive Officer, Peter T. Thomas, will be appointed to the additional role of Chairman of the Board. In connection with that appointment, William B. Lawrence has agreed that, if re-elected at the 2014 Annual Meeting, he will step down from his position as Chairman of the Board. Mr. Lawrence commented, “Peter Thomas has demonstrated extraordinary leadership and commitment to shareholders since his appointment as Interim President and Chief Executive Officer in November 2012. Those qualities were essential to the Board’s decision to name him President and Chief Executive Officer in April 2013 and they underlie the Board’s decision to name him Chairman following our 2014 Annual Meeting. Peter has led Ferro’s execution of the value creation strategy for more than fifteen months and set a clear vision for the company’s future. We look forward to the additional contributions he can make as Chairman of the Board.”
Thomas said, “I appreciate the expression of confidence in my leadership reflected by the Board’s decision. It is a privilege to lead this company and its employees on our mission to bring value to our shareholders. I especially want to thank our Chairman, Bill Lawrence, for his leadership of the Board since November 2012 and his unwavering support of me and our value creation strategy. I look forward to Bill’s continued support after I assume the role of Chairman.”
The Board also has agreed to appoint Gregory E. Hyland, if re-elected at the 2014 Annual Meeting, as Lead Director and as Chair of the Board’s Governance & Nomination Committee. Mr. Hyland has been a member of the Ferro Board since 2009 and a member of the Board’s Governance & Nomination Committee since 2010. Mr. Hyland is Chairman, President and Chief Executive Officer of Mueller Water Products, Inc.