Hedge Fund Drops Proxy Battle With Chemicals Maker Ashland
Cruiser Capital Advisors agrees to withdraw its slate of board nominees and back the company’s choices
New York-based hedge fund Cruiser Capital Advisors LLC is abandoning its proxy fight with Ashland Global Holdings Inc. ASH -1.30% after the specialty-chemicals manufacturer struck a deal last week with investor Neuberger Berman Group LLC.
In the agreement with Ashland, Cruiser Capital, which owns a 2.5% stake, will withdraw its slate of nominees to Ashland’s board of directors and instead back the company’s nominees at an annual shareholder meeting in February, Ashland said Tuesday.
Ashland will also appoint William Joyce, one of Cruiser’s previous board nominees, as a consultant tasked with reporting his recommendations regarding Ashland’s operations to the board. Cruiser also will have input on the two new directors the company is adding after its annual meeting.
The company, which has a market value of more than $4.8 billion, makes chemical compounds for a range of products such as shampoo, paint and pill capsules.
The hedge fund nominated four directors to Ashland’s board in October, seeking to oust four current board members. Cruiser had also urged shareholders not to re-elect Ashland’s Chief Executive Bill Wulfsohn as chairman.
Cruiser Capital had previously criticized Mr. Wulfsohn and other board members for what it described as weak earnings growth in recent years and its corporate-governance practices. Cruiser had also pushed Ashland to expand its cost-cutting program and improve margins.
“We believe that Ashland has made significant positive corporate governance and board leadership changes,” said Keith Rosenbloom, managing partner of Cruiser Capital, in a statement.
Ashland and Neuberger Berman, which owns a 2.8% stake in the company, agreed on a plan last week in which the Covington, Ky.-based company will add two new directors after its annual meeting, refresh leadership of its board committees and have a longtime director step down.
Under the plan with Neuberger, Mr. Wulfsohn will remain chairman, but current director Jay Ihlenfeld will be appointed lead independent director.
On Tuesday, Ashland said its board will appoint one or both of Craig Rogerson and Jerome Peribere to the governance committee of the board following the shareholder meeting. Ashland named Mr. Peribere to the board last year after being recommended by Cruiser.
“We look forward to working closely with Neuberger Berman, whose perspective has already proven extremely valuable, as we consider future director candidates, including those suggested by Cruiser Capital and other shareholders,” Mr. Wulfsohn said in a statement.
Write to Patrick Thomas at Patrick.Thomas@wsj.com