The Shamrock Activist Value Fund has sent a letter to Texas Industries giving notice of its intent to nominate three candidates for election to its board of directors.
The Shamrock Activist Value Fund has sent a letter to Texas Industries giving notice of its intent to nominate three candidates for election to its board of directors.
The fund owns approximately 8.9 per cent of Texas Industries.
Its first nominee is Marjorie L. Bowen, a former managing director of Houlihan Lokey Howard & Zukin, where she also served as national director of the firm’s fairness opinion practice and was one of five members of the firm’s Financial Advisory Services Committee.
The second nominee is Dennis A. Johnson, a managing director of Shamrock Capital Advisors, the investment manager for SAVF, and a member of the Securities and Exchange Commission Investor Advisory Committee.
The third nominee is Gary L. Pechota, chief executive of DT-Trak Consulting, a member of the board of directors of Insteel Industries and Black Hills, and the former chief executive of Giant Cement Holding.
SAVF says adding new voices in the boardroom to represent the interests of all Texas Industries shareholders is an important first step to remedying what it sees as significant impediments to restoring and maximizing value for shareholders.
It says Texas Industries has a well documented record of underperformance versus its peers – in terms of both profitability and share price – which it believes is the result of poor management and inefficient capital allocation.
It believes the board has not exercised proper oversight of management, has not held management properly accountable for operational failures and shortfalls, and has failed to properly link management’s pay to Texas Industries’ performance.
It also says the board is comprised of an insular network of long-term board members who do not communicate effectively and transparently with Texas Industries’ shareholders, and have implemented and continue to maintain ‘anti-takeover’ protections having a primary purpose and effect of entrenching their positions on the board.
The Shamrock Activist Value Fund is one of five separate investment funds managed by Shamrock Capital Advisors, a subsidiary of Shamrock Holdings.
