Sotheby’s announced an agreement with activist shareholder Dan Loeb and his hedge fund Third Point Capital this morning, ending a contentious, nearly year-long proxy battle just one day before a conclusive shareholder vote was set to be tallied. Sotheby’s will expand its board of directors to combine its own slate with the names nominated by Loeb, including Loeb himself, former investment banker Olivier Reza, and turnaround specialist Harry Wilson.
In connection with these appointments, Third Point has agreed to customary voting commitments and terminated its proxy contest. In addition, Sotheby’s will accelerate the termination of its one-year shareholder rights plan or “poison-pill plan” concurrent with the 2014 meeting. Third Point, whose ownership in Sotheby’s will be capped at 15 percent under the agreement, has withdrawn its litigation with respect to the rights plan.
With these additions, as well as the previously announced additions of new director candidates Jessica Bibliowicz and Kevin C. Conroy, the Sotheby’s slate for the annual meeting will expand to 15 members, 13 of whom are independent. Sotheby’s slate will include John M. Angelo, Jessica Bibliowicz, Kevin C. Conroy, Domenico De Sole, The Duke of Devonshire, Daniel S. Loeb, Daniel Meyer, Allen Questrom, Olivier Reza, William F. Ruprecht, Marsha E. Simms, Robert S. Taubman, Diana L. Taylor, Dennis M. Weibling and Harry J. Wilson.
Sotheby’s annual meeting is “expected to” (according to the press release) be convened tomorrow, May 6, and then adjourned to later this month to allow for updated proxy solicitation materials to be distributed to Sotheby’s shareholders. The Company will announce the adjourned meeting date at a a future time.
“We welcome our newest directors to the Board and look forward to working with them,confident that we share the common goal of delivering the greatest value to Sotheby’s clients and shareholders,” said Sotheby’s CEO Bill Ruprecht. “This agreement ensures that our focus is on the business and that we will benefit from five fresh voices and viewpoints.”
Third Point CEO Daniel S. Loeb said, “Harry, Olivier, and I are delighted to join the Sotheby’s Board. We are confident this Board will benefit from the perspective of aligned shareholder voices. We are committed to working closely with Sotheby’s leadership team to unlock shareholder value by pursuing a strategy of sound capital allocation and growth while respecting the best of the Company’s rich history, tradition and culture.”
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