UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under Rule 14a-12 |
Magellan
Health, Inc.
|
(Name of Registrant as Specified in Its Charter)
|
|
STARBOARD VALUE LP
STARBOARD VALUE AND OPPORTUNITY MASTER FUND
LTD
STARBOARD VALUE AND OPPORTUNITY MASTER FUND
L LP
STARBOARD VALUE AND OPPORTUNITY S LLC
STARBOARD VALUE AND OPPORTUNITY C LP
STARBOARD VALUE R LP
STARBOARD VALUE R GP LLC
STARBOARD VALUE L LP
STARBOARD VALUE GP LLC
STARBOARD PRINCIPAL CO LP
STARBOARD PRINCIPAL CO GP LLC
JEFFREY C. SMITH
PETER A. FELD
GAVIN T. MOLINELLI
LESLIE V. NORWALK
GUY P. SANSONE
STEVEN J. SHULMAN
SHIRLEY A. WEIS
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
Starboard Value
LP, together with the other participants named herein (collectively, “Starboard”), intends to file a preliminary proxy
statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election
of its slate of director nominees at the 2019 annual meeting of stockholders of Magellan Health, Inc., a Delaware corporation (the
“Company”).
Item 1: On February
22, 2019, Starboard delivered an open letter to shareholders of the Company. The full text of the letter is attached hereto as
Exhibit 1 and is incorporated herein by reference.
Item 2: On February 22, 2019, Starboard
issued the following press release:
STARBOARD
TO NOMINATE A FULL SLATE OF HIGHLY QUALIFIED DIRECTOR CANDIDATES FOR ELECTION AT MAGELLAN HEALTH’S 2019 ANNUAL MEETING
NEW YORK, NY - February 22, 2019 /PRNewswire/
-- Starboard Value LP (together with its affiliates, “Starboard”), one of the largest shareholders of Magellan Health,
Inc. (“Magellan” or the “Company”)(NASDAQ: MGLN), with an ownership interest of approximately 9.8% of the
Company’s outstanding shares, today announced that it will be nominating a full slate of highly qualified candidates for
election to the Board of Directors (the “Board”) at the Company’s 2019 Annual Meeting of Shareholders (the “Annual
Meeting”). Starboard 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.
Starboard also announced today that it
has issued an open letter to Magellan shareholders, which, among other things, details the extensive and prolonged underperformance
at Magellan and includes the identity and biographies of each of Starboard’s six director candidates.
The full open letter to Magellan shareholders
can be viewed at the following link:
http://www.starboardvalue.com/wp-content/uploads/Starboard_Value_LP_Nomination_Letter_to_MGLN_Shareholders_02.22.2019.pdf
About Starboard Value LP
Starboard Value LP is a New York-based investment
adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard
invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute
on opportunities to unlock value for the benefit of all shareholders.
Investor contacts:
Peter Feld, (212) 201-4878
Patrick Sullivan, (212) 845-7947
www.starboardvalue.com
CERTAIN INFORMATION
CONCERNING THE PARTICIPANTS
Starboard Value LP, together
with the other participants named herein (collectively, “Starboard”), intends to file a preliminary proxy statement
and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for
the election of its slate of highly-qualified director nominees at the 2019 annual meeting of stockholders of Magellan Health,
Inc., a Delaware corporation (the “Company”).
STARBOARD STRONGLY ADVISES
ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE,
UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the
proxy solicitation are anticipated to be Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd (“Starboard
V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”), Starboard Value and Opportunity C
LP (“Starboard C LP”), Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), Starboard
Value L LP (“Starboard L GP”), Starboard Value R LP (“Starboard R LP”), Starboard Value R GP LLC (“Starboard
R GP”), Starboard Value GP LLC (“Starboard Value GP”), Starboard Principal Co LP (“Principal Co”),
Starboard Principal Co GP LLC (“Principal GP”), Jeffrey C. Smith, Peter A. Feld, Gavin T. Molinelli, Leslie V. Norwalk,
Guy P. Sansone, Steven J. Shulman and Shirley A. Weis.
As of the date hereof,
Starboard V&O Fund beneficially owns directly 1,619,353 shares of Common Stock, $0.01 par value per share, of the Company (the
“Common Stock”). As of the date hereof, Starboard S LLC directly owns 228,603 shares of Common Stock. As of the date
hereof, Starboard C LP directly owns 130,301 shares of Common Stock. As of the date hereof, Starboard L Master directly owns 85,229
shares of Common Stock. Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the
85,229 shares of Common Stock owned by Starboard L Master. Starboard R LP, as the general partner of Starboard C LP, may be deemed
the beneficial owner of the 130,301 shares of Common Stock owned by Starboard C LP. Starboard R GP, as the general partner of both
Starboard R LP and Starboard L GP, may be deemed the beneficial owner of an aggregate of 215,530 shares of Common Stock directly
owned by Starboard C LP and Starboard L Master. As of the date hereof, 305,614 shares of Common Stock were held in an account managed
by Starboard Value LP (the “Starboard Value LP Account”). Starboard Value LP, as the investment manager of each of
Starboard V&O Fund, Starboard C LP, Starboard L Master and the Starboard Value LP Account and the manager of Starboard S LLC,
may be deemed the beneficial owner of an aggregate of 2,369,100 shares of Common Stock directly owned by Starboard V&O Fund,
Starboard S LLC, Starboard C LP, Starboard L Master and held in the Starboard Value LP Account. Each of Starboard Value GP, as
the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner
of Principal Co and each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee
of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of 2,369,100 shares of Common
Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and held in the Starboard Value
LP Account. As of the date hereof, Mr. Sansone directly beneficially owns 2,275 shares of Common Stock. As of the date hereof,
Mr. Shulman directly beneficially owns 10,000 shares of Common Stock. As of the date hereof, Mr. Molinelli, Ms. Norwalk and Ms.
Weis do not own any shares of Common Stock.
This regulatory filing also includes additional resources:
ex1todfan14a06297258_022119.pdf
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