Shamrock Activist Value Fund, L.P. Receives Support of CalPERS in Texas Industries Proxy Contest
October 01 2009 - 7:51PM
Business Wire
The Shamrock Activist Value Fund, L.P. today received the
support of the nation’s largest public pension fund in its bid to
elect three nominees to the Texas Industries, Inc. (NYSE:TXI) Board
of Directors and pass three corporate governance shareholder
proposals at the company’s annual meeting scheduled for Oct. 22,
2009.
The California Public Employees Retirement System (CalPERS) said
it plans to vote its shares for the Shamrock Activist Value Fund,
L.P. nominees and shareholder proposals. The text of the CalPERS
announcement follows:
SACRAMENTO, CA – The California
Public Employees' Retirement System (CalPERS) today announced
support for a dissident slate of three director candidates for the
board of Texas Industries (TXI). Shamrock Activist Value
Fund, which has $200 million in committed CalPERS capital, has
proposed three candidates. TXI has nominated three incumbent
directors at the building materials company’s October 22 annual
shareowner meeting. Shamrock’s “white proxy card” nominees
are Marjorie Bowen, an experienced financial professional and
former longtime investment banker at Houlihan Lockey Howard &
Zukin; Dennis Johnson, CFA, with 28 years of financial and
corporate governance experience and a former Senior Portfolio
Manager for corporate governance at CalPERS; and Gary Pechota, who
has extensive cement industry operational experience. “The
experienced and diverse Shamrock director slate can more
effectively oversee CalPERS interests as a long-term shareowner of
Texas Industries by better focusing the board's attention on
optimizing the company's operating performance, profitability and
returns to shareowners,” said Anne Simpson, Senior Portfolio
Manager, CalPERS Corporate Governance. “We’re also looking for a
culture of greater board and executive management accountability to
shareowners and improved governance practices that are consistent
with CalPERS principles.” CalPERS believes the three
candidates being nominated by Shamrock are highly qualified,
independent directors who can bring added value to the skill sets
necessary for Texas Industries to be competitive in the evolving
global marketplace. Besides supporting the Shamrock
candidate slate, CalPERS also will vote for a management proxy
proposal to have shareowners ratify selection of the company
auditor and for shareowner proposals to declassify the board,
implement a majority vote standard for uncontested director
elections and to require a shareowner vote for the company’s
shareholder rights agreement.
CalPERS is the nation’s largest
public pension fund with approximately $200 billion in market
assets. It provides retirement benefits to more than 1.6 million
State, school and local public employees, retirees and their
families. For more information about the System’s support of the
Shamrock proposal, please contact the CalPERS Press Room at
www.calpers.ca.gov.
Since announcing its nomination of three candidates to the Texas
Industries Board of Directors and its three corporate governance
shareholder proposals, Shamrock Activist Value Fund, L.P. has
gained the public support of two of the company’s largest
shareholders. Southeastern Asset Management, Inc., which holds more
than 9% of the outstanding shares of Texas Industries common stock,
publicly announced on Sept. 1, 2009 that it will vote for all three
Shamrock Activist Value Fund, L.P. nominees and all three of its
shareholder proposals. Mr. Nassef Sawiris, who beneficially owns
almost 15% of the outstanding shares of Texas Industries common
stock, publicly announced on Sept. 17, 2009 that he also will vote
for all three Shamrock Activist Value Fund, L.P. nominees and for
all three of its shareholder proposals.
“The endorsement of CalPERS sends a strong message that our
platform of accountability and good governance is the right one,”
said Dennis Johnson, CFA, managing director of Shamrock Capital
Advisors, the investment advisor for the Shamrock Activist Value
Fund. “We believe we can enhance value for all shareholders – and,
clearly, a growing number of shareholders agree.”
Shamrock Activist Value Fund is one of five separate investment
funds managed by Shamrock Capital Advisors, Inc., a subsidiary of
Shamrock Holdings, Inc., the investment vehicle of the Roy E.
Disney family. Together with its parallel investment vehicle, the
Shamrock Activist Value Fund, L.P. owns 10.2% of Texas Industries
shares.
The Shamrock Activist Value Fund, L.P. has filed its definitive
proxy materials for the 2009 Annual Meeting of Texas Industries
Shareholders with the Securities and Exchange Commission (the
“SEC”). Copies of all proxy materials Shamrock Activist Value Fund,
L.P. files with the SEC are available without charge at the SEC’s
website at www.sec.gov and its definitive proxy materials also may
be obtained without charge at http://www.shamrock-txiproxy.com.
Information regarding the participants in the Shamrock Activist
Value Fund, L.P.’s solicitation of proxies for the annual meeting
is contained in Shamrock Activist Value Fund, L.P.’s definitive
proxy statement, which also contains information regarding why
Shamrock Activist Value Fund, L.P. believes Texas Industries
shareholders should vote the WHITE proxy card “FOR” its three
director nominees and “FOR” its three shareholder proposals.
Shareholders who need assistance voting their shares may contact
MacKenzie Partners, Inc., Shamrock Activist Value Fund, L.P.’s
proxy solicitor by calling (800) 322-2885 or e-mailing to
savf-txi@mackenziepartners.com.
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