Shamrock Activist Value Fund, L.P. Receives Support of Proxy Governance in Texas Industries Proxy Contest
October 08 2009 - 6:08PM
Business Wire
The Shamrock Activist Value Fund, L.P. today received the
support of Proxy Governance, Inc., a leading independent proxy
advisory firm, 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.
Proxy Governance recommended that Texas Industries shareholders
vote “FOR” the election of the Shamrock Activist Value Fund, L.P.’s
three nominees to the Texas Industries Board of Directors and “FOR”
its three corporate governance shareholder proposals.
In its recommendation, Proxy Governance wrote: “Because the
dissidents have made a compelling argument tracing the company’s
poor operating performance back to the board’s inability to address
demonstrably weak strategic planning and ineffective oversight, as
well as poor governance practices which have effectively shielded
the incumbent board from accountability, we believe shareholders
will be best served by electing the three dissident nominees.”
Proxy Governance also stated, “It seems clear that a board which
has seen withhold votes of 25% to 49% in the past two director
elections would benefit from a substantial upgrade not only in
certain elements of its governance profile but in its own
understanding of why governance matters to shareholder value.”
Dennis Johnson, CFA, managing director of Shamrock Capital
Advisors, the investment advisor for the Shamrock Activist Value
Fund, said: “We believe today’s endorsement validates our belief
that it is time for fresh faces and new ideas in the Texas
Industries board room and for substantial improvements in Texas
Industries’ corporate governance practices and policies. Proxy
Governance is a respected and independent voice in the investment
community. We believe its support sends a clear message that Texas
Industries shareholders deserve better than the status quo.”
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 nation’s largest public pension fund, the California Public
Employees Retirement System (CalPERS), also publicly announced on
Oct. 1, 2009 that it plans to vote for all three Shamrock Activist
Value Fund, L.P. nominees and for all three of its shareholder
proposals.
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.
About Proxy Governance, Inc.
Proxy Governance, Inc., a wholly-owned subsidiary of FOLIOfn,
Inc., provides research and proxy voting recommendations on U.S.
and non-U.S. publicly reporting companies. Coverage is based on
securities held in client portfolios. For non–U.S. companies,
research and recommendations may be provided through partnerships
with other leading proxy advisory firms, or directly by Proxy
Governance when proxy materials are reasonably available in a
timely manner.
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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