Property information and analytics provider, CoreLogic, has said that based on a preliminary vote count by its proxy solicitor, it believes that shareholders have voted not to replace nine of its 12 current directors, following pressures from Senator Investment Group LP and Cannae Holdings Inc.
Back in July, the two investors initiated a process to call a Special Meeting of shareholders with the aim of removing and replacing a majority of the board members of CoreLogic, after the board previously rejected an offer from the pair to acquire all of the company’s outstanding common shares.
The Special Meeting took place yesterday and the catastrophe risk modeller believes that shareholders have voted not to replace nine directors but instead to remove three.
According to CoreLogic, the directors who will continue to serve as directors are Douglas C. Curling, John C. Dorman, Paul F. Folino, Frank D. Martell, Claudia Fan Munce, Pamela Hughes Patenaude, Vikrant Raina, J. Michael Shepherd, and Jaynie Miller Studenmund.
The three current directors CoreLogic believes shareholders have voted to remove, based on a preliminary vote count by its proxy solicitor, are J. David Chatham, Thomas C. O’Brien, and David Walker, the three longest tenured directors on the board.
To fill the vacant roles, the following three nominees of Senator Investment Group LP and Cannae Holdings Inc. have been nominated for appointment to the firm’s board: W. Steve Albrecht, Wendy Lane, and Henry W. “Jay” Winship.
Subject to certification of the final voting results and applicable law, CoreLogic says that the Board intends to fill the three vacancies resulting from the removal of current directors at the Special Meeting with these nominees.
Chairman Paul Folino, commented: “We thank our shareholders for their participation in the Special Meeting, and we welcome Steve, Wendy and Jay to the Board of Directors. We look forward to working together and will get them up to speed quickly on our business and our strategic review process.
“On behalf of the entire Board, I would like to thank David, Thomas and David for their numerous contributions to CoreLogic. During their tenure, the Company has been successfully transformed into a leading information services provider and our stock price has quadrupled. We wish these dedicated directors the very best in their future endeavors. Their experience and guidance have been invaluable, and it has been a pleasure to work with them on behalf of our shareholders.”
It’s been reported that all three leading proxy advisory firms, ISS, Glass Lewis and Egan-Jones, supported the directors nominated by Senator and Cannae.
And, according to preliminary analysis, over 86% of the votes cast by shareholders supported adding the three directors to the board. Additionally, around 50% of the shares cast voted for the removal of CoreLogic’s Chairman, Paul Folino.
According to Senator and Cannae, the results of the vote represent a clear mandate for CoreLogic to promptly run a legitimate process and sell to the highest bidder. Furthermore, the pair have expressed their intentions to remain significant shareholders and hold CoreLogic to account if a sales process is not managed to maximise value.
Quentin Koffey, Partner, Senator Investment Group, LP said: “Today’s vote is a clear mandate from shareholders for CoreLogic’s Board to promptly engage in good faith with all bidders for the Company and to maximize value. We are confident that Steve, Wendy, and Jay will bring important perspectives and experience to the boardroom, as they help oversee a process to ensure the best possible outcome for shareholders.
“We are extremely grateful for the strong support expressed by our fellow shareholders, as well as all three leading proxy advisory services. We hope that today’s vote is enough to ensure that going forward, CoreLogic’s Board acts with the best interests of all shareholders in mind. However, we are committed to remaining significant shareholders and we will not hesitate to use all options available to us to hold the Board accountable if need be.”
