|
|
| |
| Thu, Nov. 20, 2008 |  |
 |
|
||
| |
Hostile hedge fund seeks to force way onto Acxiom's board Wednesday, Apr 5, 2006 By Wesley Brown Arkansas News Bureau LITTLE ROCK - A Silicon Valley hedge fund that failed twice last year to take over Acxiom Corp. now seeks to wrest control of the Arkansas company by electing three new directors to its nine-member board, according to information from a securities filing issued late Monday. Acxiom Company Leader Charles Morgan confirmed in a federal Securities and Exchange Commission filing that the company had received a letter from San Francisco-based ValueAct Capital indicating its intention to nominate the three directors for election at Acxiom's 2006 annual shareholders meeting in May. The three nominees - ValueAct managing partner Jeffrey W. Ubben, Louis J. Andreozzi and J. Michael Lawrie - are the same trio that ValueAct sought to install as Acxiom's new management team in December, after the company's board rejected a $2 billion hostile takeover bid. Morgan and two independent directors are up for election this spring, Ann Die Hasselmo, the current managing director for Washington, D.C.-based Academic Search Consultation Service, and former U.S. Postmaster General William J. Henderson, chief operations officer of Netflix Inc. Morgan, Acxiom's board chairman and chief executive since 1975, gave a vote of confidence to both his management team and current slate of nine directors. "We do not yet know the direction the ValueAct nominees seek for the company, but it is clear that the current leadership and board are doing what is necessary to put the company on the right path," Morgan said in the SEC filing notifying shareholders of ValueAct's upcoming board battle. Less than a month ago, Acxiom sought to shore up its board by naming former Sabre Inc. and American Airlines executive Micheal Durham to replace Harry Gambill, who resigned from the board Feb. 28. At Acxiom's quarterly board meeting Feb. 9, the company's six independent directors also named William Dillard II, CEO of Little Rock upscale retailer Dillard's Inc., as the company's new lead independent director and board vice chairman. For more than a year, Ubben and ValueAct have openly criticized the Acxiom board as "insider friendly" because of its close Arkansas ties. Under current rules for the Nasdaq stock exchange, however, Acxiom's six outside board members meet the necessary requirements as independent directors. Still, Ubben and the California hedge fund have openly accused the Acxiom board of being to too close to Morgan and his management team. In Tuesday's SEC filing, Morgan and Acxiom's Chief Operations Officer, Lee Hodges, argued that the company's current business strategy is starting to reap benefits for the company. "Our business planning and business execution processes, operational trends and sales pipeline activity give me confidence that the company is positioned for even stronger financial success in fiscal 2007, as reflected in the Financial Road Map the company issued in January," Hodges stated in the SEC filing. Morgan also struck back at ValueAct's frequent criticism of the company's balance sheet and stock performance. "In fiscal 2006, Acxiom realized a 23.5 percent increase in our stock price, an improvement better than the performances of 60 percent of companies listed on the Nasdaq exchange," Morgan said. "In addition to the stock price increase, we generated record revenue, earnings and free cash flow in our third fiscal quarter." Besides Morgan, Acxiom Chief Finance Leader Rodger Kline and Mack McLarty, former Clinton White House chief of staff and Arkla chairman, are the other insiders that now sit on Acxiom's board. The remaining independent directors also have strong Arkansas ties, except for Henderson. They include Dillard Mary Good, dean of the College of Information Science and Systems Engineering at the University of Arkansas at Little Rock. Hasselmo and Stephen Patterson, former CEO of direct mail firm Leisure, both have connections to Hendrix College. Patterson is a current member of the Hendrix College Board of Trustees, while Hasselmo served as president of the Conway private college from 1992-2001. Durham is also no stranger to current Acxiom board members. He is currently chairman of Asbury Automotive Group Inc., where board insider McLarty is vice chairman. At Tuesday's closing, Acxiom's shares were 65 cents above ValueAct's last takeover offer at $25.65, down 17 cents on the Nasdaq. ValueAct officials did not return phone calls seeking comment. |
