Former Williams Cos. Inc. (WMB) board member Keith Meister, who resigned at the end of June, plans to nominate a slate of as many as 10 directors in a proxy fight for the natural gas pipeline giant.
Meister, whose New York-based Corvex Management LP manages a portfolio of more than $6 billion, told CNBC on Aug. 22 that his employees would hold the seats until he was able to recruit permanent independent directors.
“So our slate will get elected, appoint the new slate and resign,” he said on the network’s “Fast Money: Halftime Report” show.
Corvex owns about 4.1% of Williams stock.
Tulsa, Okla.-based Williams denied Meister’s contention that it did not act in unitholders’ best interests, and noted that its stock has appreciated in value by about 35% since early July.
Meister said he would present his slate of directors on Aug. 24, which is before the Aug. 25 deadline for Williams to nominate directors, Reuters reported. Meister’s anticipated presentation follows his promise to continue as an activist investor when he left the board,along with five other directors, after the June collapse of the company’s merger with Energy Transfer Equity LP (NYSE: ETE) and his unsuccessful attempt to depose Williams’ CEO, Alan Armstrong.
“Ironically, given the current CEO and board leadership, I believe I will be more effective from outside the company than within, and will seek to protect our interests and the interest of other shareholders from outside this diminished boardroom,” he wrote in a filing with the Securities and Exchange Commission at the time.
In response to Meister’s announcement, Williams said: “Given the events of the last year, it is unfortunate that Corvex intends to launch a distracting and costly proxy contest while Williams is moving forward with its plan to identify new, highly qualified and independent directors.
“The board reached out to Mr. Meister regarding the Corvex proposal and indicated that including the new directors in board deliberations would allow the board to take immediate advantage of the expertise, experience and insight of the new directors,” the company said. “Therefore, the board indicated it would promptly make a determination on the Corvex proposal once the new board members are appointed.”
During the CNBC interview, Meister indicated displeasure with the makeup of the Williams board, calling it “very much a 1970s board, where there are six directors whose qualifications I would question. They’re not the best draft picks to be on the board, and they’ve gotten on by being very loyal and supportive of a CEO whose record has failed to meet expectations.”
Board members include Chairwoman Kathleen B. Cooper, who served as undersecretary for economic affairs during the administration of President George W. Bush; Joseph R. Cleveland, former chief information officer of Lockheed Martin Corp.; Murray D. Smith, former minister of energy for Alberta, Canada; and Janice D. Stoney, former executive vice president of US West Communications.
Joseph Markman can be reached at jmarkman@hartenergy.com and @JHMarkman.
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