Wausau Paper (NYSE:WPP) has announced it has reached an agreement with Starboard Value LP and its affiliates regarding the composition of the company’s Board of Directors. Under the terms of the agreement, Wausau has agreed to nominate two new directors recommended by Starboard, Mr. John S. Kvocka and Mr. George P. Murphy, neither of whom is employed by or affiliated with Wausau or Starboard. The nominations will be included in the company’s 2013 proxy statement and submitted for stockholder approval at the company's 2013 Annual Meeting.
In connection with the nominations, Starboard, which beneficially owns approximately 14.8% of the outstanding shares of Wausau’s common stock, has agreed to vote all of its shares in favor of each of the Board's nominees at the 2013 Annual Meeting. A total of four director nominees will stand for election at the 2013 Annual Meeting, including the two Starboard recommended candidates. If all nominees are elected, the Wausau Board will be expanded to nine directors, comprised of seven independent directors, Thomas J. Howatt, Non-Executive Chairman of the Board and Henry C. Newell, Wausau’s President and Chief Executive Officer. The Board is presently comprised of eight members. Mr. Dennis Kuester, having attained the mandatory age of retirement, will not stand for election at the company’s 2013 Annual Meeting.
“We are pleased to have reached this agreement with Starboard,” said Hank Newell, President and Chief Executive Officer of Wausau Paper. “Wausau Paper is well positioned to capitalize on the investments we have made in the tissue business and we look forward to working productively with our new Board members, John Kvocka and George Murphy, with a shared commitment to enhancing stockholder value. We are confident that their significant industry experience will be an asset to Wausau.”
Jeff Smith, CEO of Starboard, stated, “We are pleased to have worked constructively with management and the Board of Wausau and are confident that the addition of John Kvocka and George Murphy will bring a fresh perspective to the Board and serve the best interests of Wausau and its stockholders. We look forward to enhanced value for the benefit of all stockholders.”
The complete agreement between Wausau Paper and Starboard will be included as an exhibit to the company's Current Report on Form 8-K which will be filed with the Securities and Exchange Commission ("SEC"). Further details regarding the 2013 Annual Meeting will be included in the company's definitive proxy materials, which will be filed with the SEC.