NEW YORK, Feb. 20, 2018 /PRNewswire/ -- Engine
Capital, L.P. (together with its affiliates, "Engine"), a
shareholder of Navigant Consulting, Inc. ("NCI" or the "Company")
(NYSE: NCI), with an ownership of approximately 4.4% of the
Company, today announced that it has delivered to the Company a
formal notice of nomination of four highly qualified director
candidates, Arnaud Ajdler, Brian Delle
Donne, Paul Evans and
Dominick Schiano, for election to
the board of directors of Navigant (the "Board") at the Company's
upcoming 2018 annual meeting of shareholders (the "Annual
Meeting").
On January 24, 2018, Engine sent
the Board a detailed letter urging immediate and decisive action to
improve Navigant's performance or evaluate value-maximizing
strategic alternatives.1 The letter expressed
disappointment with the Board's choice to rebuff Engine's efforts
at cooperative engagement and went on to recommend that NCI improve
its margins, reduce working capital and capital expenditures,
optimize its balance sheet and capital allocation, recalibrate
executive compensation and strengthen its corporate governance and
Board composition. Alternatively, the letter noted, the Company
could explore what buyers would be willing to pay for NCI given the
robust M&A market.
As highlighted in the letter, NCI's total shareholder return
("TSR") has lagged its peers as well as every relevant index over
the last one, three and five-year timeframe. Additionally, during
the tenure of eight of the current Board members, Navigant's TSR
has dramatically lagged the corresponding Russell 2000's
TSR2, with an average relative underperformance of a
staggering 115%.
|
|
Appointment
|
Length
of
|
NCI TSR
since
|
Russell 2000 TSR
since
|
Relative
performance
|
Age
|
Director
|
date
|
tenure
(years)
|
appointment
(%)
|
appointment
(%)
|
since appointment
(%)
|
81
|
Gov. James
Thompson
|
Aug-98
|
20
|
-35.6
|
296.6
|
-332.3
|
71
|
Stephan
James
|
Jan-09
|
9
|
42.8
|
252.5
|
-209.8
|
58
|
Michael
Tipsord
|
Jul-09
|
9
|
44.6
|
209.8
|
-165.2
|
79
|
Samuel
Skinner
|
Dec-99
|
19
|
95.9
|
246.3
|
-150.4
|
70
|
Cynthia
Glassman
|
Oct-09
|
9
|
50.5
|
172.2
|
-121.6
|
55
|
Julie Howard - CEO
& Chairman
|
Mar-12
|
6
|
47.7
|
97.0
|
-49.3
|
66
|
Kevin
Blakely
|
May-16
|
1
|
28.0
|
43.1
|
-15.1
|
64
|
Randy
Zwirn
|
Oct-14
|
4
|
45.3
|
45.7
|
-0.4
|
61
|
Kathleen
Walsh
|
Oct-17
|
0
|
16.9
|
6.7
|
10.2
|
|
|
|
|
|
Average
|
-114.9
|
|
Excludes Jeffrey
W. Yingling, a new director appointed on February 12,
2018.
|
Arnaud Ajdler, Managing Member of Engine Capital said "We were
hoping to reach an amicable resolution with Navigant regarding
Board refreshment that captures the relevant skill sets and
qualifications to ensure shareholder representation and optimize
value creation. Given the current Board members' track record
of underperformance, we expected they would have been more willing
to work collaboratively with us towards meaningful
shareholder-driven change. While we remain open to engaging
in a constructive dialogue in order to avoid a proxy contest, given
the current Board's unwillingness to discuss a framework to achieve
that objective, we are left with no choice but to nominate a slate
of four highly qualified director candidates at the upcoming Annual
Meeting. We strongly believe that our nominees will bring a
renewed focus on operational excellence and financial rigor to the
Company. Our nominees are experienced business leaders with
relevant industry experience as well as deep capital allocation and
M&A experience."
Engine's nominees are:
Arnaud Ajdler is currently Managing Partner of Engine
Capital, L.P., a value-oriented special situations fund that
invests both actively and passively in companies undergoing change.
Mr. Ajdler is also an Adjunct Professor at Columbia Business School where he teaches a course
in Value Investing. Prior to founding Engine Capital in
March 2013, Mr. Ajdler served as a
Managing Director of Crescendo Partners L.P., a principal
investment firm, from December 2005
to February 2013. Mr. Ajdler has
served as a director and on the compensation committee of Stewart
Information Services Corporation, a company that provides title
insurance and real estate services worldwide, since May 2014, and as a director of StarTek, a
provider of business process outsourcing services, since
May 2015. Previously, Mr. Ajdler
served as a director of Destination Maternity Corporation, the
world's largest designer and retailer of maternity apparel, from
March 2008 to October 2017, and as Non-Executive Chairman of
its board of directors from February
2011 to October 2017. He also
served as a director and on the audit committee of Imvescor
Restaurant Group, Inc., a Canadian franchisor of restaurant
concepts, from July 2013 to
March 2016. He also served as a
director and chair of the corporate governance and nominating
committee of Charming Shoppes, Inc. from 2008 until the company was
acquired in June 2012, and as a
director and on the compensation and human resources committee of
O'Charley's Inc., a multi-concept restaurant company, from
March 2012 until the company was
acquired in April 2012. From its
inception in June 2006 until its
combination with Primoris Services Corporation in July 2008, Mr. Ajdler served as a member of the
board of directors and the Secretary of Rhapsody Acquisition Corp.,
a blank check company formed to effect a business combination with
an operating business. From June 2004
until June 2006, Mr. Ajdler also
served as the Chief Financial Officer, a director and the Secretary
of Arpeggio Acquisition Corporation, a specified purpose
acquisition company. Arpeggio completed its business combination
with Hill International, Inc., a worldwide construction consulting
firm, in June 2006, and until
June 2009, Mr. Ajdler served as a
director of the surviving company, a NYSE listed company. From
August 2006 until the company was
acquired in October 2007, Mr. Ajdler
served as a director of The Topps Company, Inc., a company that
provides baseball, football, hockey, entertainment, and pop culture
products. Mr. Ajdler received a B.S. from Free University of
Brussels, a S.M. from Massachusetts Institute of Technology and an M.B.A
from Harvard Business School. The
Nominating Shareholder believes that Mr. Ajdler's experience as a
managing director of an investment firm that has investments in a
broad range of industries as well as his significant experience
gained from service on the board of directors of several companies
would make him a valuable asset to the Board.
Brian Delle Donne has
served as the President of Talent Tech Labs, a firm specializing in
evaluating and accelerating early stage venture backed technology
companies scaling HR Tech solutions into market since August 2015. Under his leadership the company has
developed research and advisory practices. He served as the
Executive Vice President of Corporate Development & Innovation
of Mitchell Martin, Inc., a provider
of specialty IT staffing and recruitment services where he was
previously the Chief Operating Officer since November 2010. Prior to that, Mr. Delle Donne served as a Principal of XRoads
Solutions Group, LLC, a turn-around and restructuring consulting
firm, from February 2008 to November
2010. Mr. Delle Donne was the
EVP and Chief Operating Officer of Computer Horizons Corporation a
technology consulting and projects company from October 2005 to June
2007. Before that he was EVP and Chief Operating Officer at
RCM Technologies, Inc., a provider of IT and engineering staffing
and solutions and healthcare staffing services from June 1999 to March 2005He currently serves as a
director of Brightfield Strategies, Inc. a preeminent HR analytics
company. He also serves as a director for UMS Group, Inc. a
management consulting firm that provides strategic asset management
tools and services to electric, gas, and water utilities around the
world (since 1999) and previously served as a director of Seamless
Technologies, Inc., a privately held enterprise consulting company
delivering cloud strategies and solutions and business process
management services (from March 2005
to May 2013). Mr. Delle Donne holds an A.B. from Brown University. The Nominating Shareholder
believes that Mr. Delle Donne's
extensive experience at various consulting firms coupled with his
ability to grow and operate businesses would make him a
well-qualified addition to the Board.
Paul Evans has served as
the Interim Chief Executive Officer of Hill International, Inc., a
global project management and construction management company,
since May 2017, where he has also
served as a director since August
2016. From January 2012 to
October 2015, Mr. Evans served as
Vice President, Chief Financial Officer and Treasurer of MYR Group
Inc., a holding company of specialty electrical construction
service providers serving the electrical infrastructure market.
From February 2010 to December 2011, Mr. Evans was Chief Executive
Officer of Conex Energy, Inc., a privately-held company that
developed renewable energy projects. From 2002 to 2009, he served
as Treasurer and Corporate Officer of NorthWestern Corporation
(d/b/a NorthWestern Energy), a multi-state utility that provides
electricity and natural gas services. Mr. Evans is a Certified
Public Accountant and a member of the American Institute of
Certified Public Accountants. Mr. Evans holds a B.B.A. in
Accounting from Stephen F. Austin State
University and Masters of International Management from
Thunderbird School of Global Management. The Nominating Shareholder
believes that Mr. Evans' extensive experience as a CEO and CFO
along with his financial expertise will make him a valuable
addition to the Board.
Dominick Schiano has
served as the President and Co-Founding Partner at Evergreen
Capital Partners LLC ("Evergreen"), a position he has held since
2007, and the President of Gores Holdings II, Inc., a blank check
company, since December 2016. Evergreen is an investment firm
that provides advisory services to and co-invests with private
equity sponsors under exclusive contractual relationships and is
affiliated with The Gores Group where Mr. Schiano is responsible
for sourcing investment opportunities and providing strategic,
operational and financial guidance to the firm with respect to
portfolio company investments in the industrial sector. Prior to
forming Evergreen, Mr. Schiano served as a Managing Director and
member of the Investment Committee of Questor Partners Funds from
2003 to 2007. Previously, from 1997 to 2003, Mr. Schiano served in
various roles at Textron Inc., including Executive Vice President
and CFO of Textron Automotive, Executive Vice President and CFO of
Textron Fastening Systems, Inc., and as Executive Vice President
and General Manager of Textron Fastening Systems, Inc. (Threaded
Products Group). Mr. Schiano has served on the board and the Audit
Committee and Special Transaction Committee of STR Holdings, Inc.
from June 2007 through May
2014. At Material Sciences Corporation, he served on the
board from June 2007 through
March 2014, and while there he served
on the Audit, Compensation and Governance Committees and led the
Special Committee responsible for the successful sale of the
company. He is currently Chairman of the Board of Tweddle
Group, Inc. and TurbineAero Inc. and a director of US Farathane,
Aerostar Holdings and Davalor Mold. He is a member of the advisory
boards of Great Range Capital and Closed Loop Partners. Mr. Schiano
attended Long Island University. Mr.
Schiano completed The University of
Pennsylvania, Wharton School Management Development program
in 1999 and the Northwestern
University, Kellogg School Mergers and Acquisition Program
in 1995. The Nominating Shareholder believes Mr. Schiano's
extensive skill and experience as a senior executive in a variety
of industries, with responsibilities in the areas of general
management, finance, mergers and acquisitions, operations and
business strategy as well as his experience as a director on a
number of public and private company boards will make a valuable
addition to the Board.
1 The full text of Engine's letter to the Board can
be viewed at the following link:
https://mma.prnewswire.com/media/632718/Engine_Letter_to_NCI_Board.pdf?p=original
2 Total shareholder return as of January 19, 2018
ABOUT ENGINE CAPITAL
Engine Capital is a value-oriented special situations fund that
invests both actively and passively in companies undergoing
change.
Investor contact:
Engine Capital, L.P.
Arnaud Ajdler
(212) 321-0048
aajdler@enginecap.com
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Engine Capital, L.P. ("Engine Capital"), together with the other
participants named herein (collectively, "Engine"), intends to file
a preliminary proxy statement and an accompanying proxy card with
the Securities and Exchange Commission ("SEC") to be used to
solicit votes for the election of its slate of director nominees at
the 2018 annual meeting of stockholders of Navigant Consulting,
Inc., a Delaware corporation (the
"Company").
ENGINE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A WHITE
PROXY CARD, 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 expected to be
Engine Capital, Engine Capital Management, LLC ("Engine
Management"), Engine Jet Capital, L.P. ("Engine Jet"), Engine
Airflow Capital, L.P. ("Engine Airflow"), Engine Investments, LLC
("Engine Investments"), Engine Investments II, LLC ("Engine
Investments II"), Arnaud Ajdler, Brian
Delle Donne, Paul J. Evans
and Dominick J. Schiano and
(collectively, the "Participants").
As of the date hereof, Engine Capital directly owned 589,196
shares of Common Stock, $0.01 par
value (the "Common Stock") of the Company. As of the date
hereof, Engine Jet directly owned 930,515 shares of Common Stock.
As of the date hereof, Engine Airflow directly owned 516,637
shares of Common Stock. Engine Investments, as the general
partner of each of Engine Capital and Engine Jet, may be deemed the
beneficial owner of the 1,519,711 shares of Common Stock owned
directly by Engine Capital and Engine Jet. Engine Investments II,
as the general partner of Engine Airflow, may be deemed the
beneficial owner of the 516,637 shares of Common Stock owned
directly by Engine Airflow. Engine Management, as the
investment manager of each of Engine Capital, Engine Jet and Engine
Airflow, may be deemed the beneficial owner of the 2,036,348 shares
of Common Stock owned directly by Engine Capital, Engine Jet and
Engine Airflow. Mr. Ajdler, as the Managing Member of each of
Engine Management, Engine Investments and Engine Investments II,
may be deemed to beneficially own the 2,036,348 shares of Common
Stock directly owned by Engine Capital, Engine Jet and Engine
Airflow. As of the date hereof, none of Messrs. Delle Donne, Evans and Schiano beneficially
owned any shares of Common Stock.
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SOURCE Engine Capital, L.P.