Magellan Health to Consider Director Nominations
February 22 2019 - 9:33AM
Business Wire
Magellan Health, Inc. (NASDAQ: MGLN) today acknowledged that
Starboard Value LP (“Starboard”) has provided notice of its intent
to nominate six candidates to stand for election to the Board of
Directors at the Company’s 2019 Annual Meeting of Shareholders.
Starboard stated that it expects that five of the Company's nine
current Board members will be standing for election at the Annual
Meeting, and if that remains the case, Starboard has indicated that
it would withdraw one of its six director candidates. The date of
the 2019 Annual Meeting has not yet been announced. Magellan
shareholders are not required to take any action at this time.
The Company issued the following statement:
We value the views of our shareholders, and
following Starboard’s recent investment, members of Magellan
Health’s Board and management team began a dialogue with Starboard
to understand their perspectives. In these conversations, we have
made clear our commitment to serving the best interests of the
Company and our stakeholders.
We take the composition of our Board
seriously. As we have evolved and diversified Magellan’s business
to create a company with two platforms in healthcare and pharmacy
management, we have added new directors with relevant skills and
experience to support the changes in our strategic direction. Five
new independent directors have been added to the Board in the past
five years, representing more than half of the Board’s nine
members. Two of these directors joined just last year and are among
the directors up for election.
As expressed to Starboard, we continue to be
open to new directors who bring experience that is additive to the
business and to reaching an agreement that serves the best
interests of all Magellan Health shareholders.
The Magellan Board and management team have been, and remain
committed to, acting in the best interest of the Company and all
Magellan shareholders, and the Board and its Nominating/Corporate
Governance Committee will review and consider Starboard’s proposed
director candidates.
The Company will present the Board’s recommendation with respect
to the election of directors in the Company’s proxy statement,
which will be filed with the U.S. Securities and Exchange
Commission and mailed to all shareholders eligible to vote at the
2019 Annual Meeting.
About Magellan Health
Magellan Health, Inc., a Fortune 500 company, is a leader in
managing the fastest growing, most complex areas of health,
including special populations, complete pharmacy benefits and other
specialty areas of healthcare. Magellan supports innovative ways of
accessing better health through technology, while remaining focused
on the critical personal relationships that are necessary to
achieve a healthy, vibrant life. Magellan's customers include
health plans and other managed care organizations, employers, labor
unions, various military and governmental agencies and third-party
administrators. For more information, visit MagellanHealth.com.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the Securities Exchange Act of 1934 and the Securities
Act of 1933, as amended, which involve a number of risks and
uncertainties, many of which are out of our control. All
statements, other than statements of historical information
provided herein, may be deemed to be forward-looking statements
including, without limitation, statements regarding the outcome of
ongoing discussions with Starboard and the future composition of
the Company’s Board of Directors. These statements are based on
management’s analysis, judgment, belief and expectation only as of
the date hereof, and are subject to uncertainty and changes in
circumstances. Without limiting the foregoing, the words
“believes,” “anticipates,” “plans,” “expects,” “may,” “should,”
“could,” “estimate,” “intend” and other similar expressions are
intended to identify forward-looking statements. Actual results
could differ materially due to, among other things, the possible
election of certain of the Company’s customers to manage the
healthcare services of their members directly; changes in rates
paid to and/or by the Company by customers and/or providers; higher
utilization of healthcare services by the Company’s risk members;
delays, higher costs or inability to implement new business or
other Company initiatives; the impact of changes in the contracting
model for Medicaid contracts; termination or non-renewal of
customer contracts; the impact of new or amended laws or
regulations; governmental inquiries; litigation; competition;
operational issues; healthcare reform; and general business
conditions. Additional factors that could cause actual results to
differ materially from those reflected in the forward-looking
statements include, but are not limited to, the risks discussed in
the “Risk Factors” section included within the Company’s Annual
Report on Form 10-K for the year ended December 31, 2017, filed
with the Securities and Exchange Commission (the “SEC”) on March 1,
2018, and the Company’s subsequent Quarterly Reports on Form 10-Q
filed during 2018. Readers are cautioned not to place undue
reliance on these forward-looking statements. The Company
undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the
date of this release.
Important Additional Information and Where to Find It
The Company intends to file a proxy statement on Schedule 14A
and other relevant documents with the SEC in connection with the
solicitation of proxies for its 2019 Annual Meeting of Shareholders
(the “2019 Annual Meeting”). SHAREHOLDERS ARE STRONGLY ADVISED TO
READ THE COMPANY’S 2019 PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders may obtain a free electronic copy of the
2019 proxy statement, any amendments or supplements to the proxy
statement and other documents that the Company files with the SEC
from the SEC’s website at www.sec.gov or the Company’s website at
www.magellanhealth.com as soon as reasonably practicable after such
materials are electronically filed with, or furnished to, the
SEC.
Certain Information Regarding Participants in
Solicitation
The Company, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies
from its shareholders in connection with the matters to be
considered at the 2019 Annual Meeting. Information regarding the
names of the Company's directors, nominees and executive officers
and their respective interests in the Company will be set forth in
the Company’s definitive proxy statement for the 2019 Annual
Meeting and accompanying solicitation materials and in Form 3s and
Form 4s filed by the Company's directors and executive officers
after the date of the definitive proxy statement.
(MGLN-GEN)
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version on businesswire.com: https://www.businesswire.com/news/home/20190222005299/en/
Media Contact:Lilly Ackley, ackleyl@magellanhealth.com,
(860) 507-1923Jeff Kauth, Joele Frank, Wilkinson Brimmer Katcher,
(212) 355-4449
Investor Contact: Joe Bogdan, jbogdan@magellanhealth.com,
(860) 507-1910
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