In an open letter to The Williams Companies, Inc. stockholders, Corvex Management LP’s Keith Meister announced his intention to replace the entire board of directors for the Tulsa-based company.
Characterizing the current board’s actions over the last two months as “extremely disappointing,” the letter from the former Williams board director details growing discord with the short ten day window for stockholder proposals and director nominations as set by the Tulsa-based pipeline company.
“Unfortunately, the Board’s actions since I resigned have only reinforced my concern that the current directors are not the best stewards for our company going forward and, as such, stockholders are entitled to the opportunity to elect a Board, rather than be subject to one hand-picked by the existing Board members,” said Meister in the open letter written on August 24. “The Board’s actions have left no alternative.”
In a separate report filed with the U.S. Securities and Exchange Commission on August 24, the Carl Icahn protégé identified the following ten Corvex employees as placeholders for the Williams board:
- Keith Meister
- Matthew Ailey
- James H. Gemmel
- Michael Goldberg
- Malcolm Levine
- Keith Nunziata
- Rizwan Sabar
- Keith Schaitkin
- Benjamin Silver
- Eric VandeVorde
Meister was one of the six Williams board members who abruptly resigned on June 30 following the failed ouster of CEO, Alan Armstrong.
Meister took umbrage with the board’s lack of commitment to Corvex’s advisory proposal for a move toward establishing independent directors as well as reports indicating that a potential merger with Enterprise Products Partners was rebuffed this summer following the failed merger with Energy Transfer Equity.
“Corvex has determined that it must act for the benefit of all Williams’ stockholders to give stockholders the opportunity to consider a different set of Board representatives,” said Meister, in the letter. “We are nominating an alternative slate of directors today, before the nomination deadline on August 25.”
Williams confirmed that Corvex nominated ten company employees, including Meister, to stand for election to the Company’s board of directors at the 2016 Annual Meeting of Stockholders to be held on Wednesday, November 23, 2016.
“Williams is disappointed that Corvex has launched a distracting and costly proxy contest while Williams is successfully executing its strategic plan and moving forward with its intent to name three new, highly qualified and independent directors as part of its ongoing commitment to maintaining a world-class board of directors,” said Williams, in a written statement.
In a company press release, Williams cited several actions taken by the company since July directly supporting a remarkable 39% jump in the company’s stock.