UPDATE 2-Three Starboard nominees to Newell board agree to buy stake if elected


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(Reuters) – Starboard Value LP, which is looking to replace the entire board of Newell Brands Inc (NWL.N), said on Wednesday three of its nominees would buy about $25 million in Newell stock with their own money if the activist hedge fund gained full board control.

Starboard has nominated a 12-member slate to Newell’s board and wants to oust the company’s CEO Michael Polk, arguing the maker of Rubbermaid, Crock-Pot slow cookers and Yankee Candles has underperformed peers and mismanaged its $15.4 billion acquisition of Jarden Corp in 2016.

As Starboard tries to persuade shareholders to back its plans, it said on Wednesday that Ian Ashken, Martin Franklin and James Lillie would buy Newell’s stock if the hedge fund’s slate was elected at the upcoming shareholder meeting.

Newell wrote in an open letter to shareholders on Wednesday that Starboard and Franklin “have not yet produced plans to create shareholder value.”

Late last month, Newell outlined ongoing plans to overhaul itself from a hybrid holding-and-operating company to a more focused operator, with an increased emphasis on higher-margin and free-cash-flow operations such as online sales.

The company has also begun jettisoning underperforming businesses and paying down its debt.

Newell said in its letter that Starboard “did not once approach management or the board to seek engagement or better understand our performance or the environment in which we are operating.”

The $25 million in Newell shares the hopeful directors would own equates to a stake of about 0.2 percent in the company, according to Reuters calculations. Starboard has a stake of about 4.5 percent in the company.

Franklin and Ashken are former executives at Jarden and recently resigned from Newell’s board, which the company said was after an unsuccessful attempt to elect Franklin as chairman.

Lillie was the CEO of Jarden and, according to Newell, is Starboard’s choice to replace CEO Polk. Starboard has not named its choice to replace Polk.

Starboard said the trio would not sell any of the shares they bought as long as they are on Newell’s board or until the company’s stock crosses the price on April 15, 2016, when the sharpie maker closed its acquisition of Jarden.

Reporting by Harry Brumpton in New York; Additional reporting by Aishwarya Venugopal in Bengaluru; Editing by Savio D’Souza and Lisa Shumaker


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