Engine Nominates Two Highly Qualified Candidates for Election to MRC Global’s Board of Directors at the 2024 Annual Meeting
Believes it is Critical to Add Directors with an Investor Mindset, and Capital Allocation and Financial Markets Experience
Underscores Engine’s Repeated Attempts to Avoid an Election Contest, Including by its Willingness to Settle for Reduced Board Representation
“Engine has spent months engaging with MRC on its current strategy, capital allocation approach and Board composition. In particular, we have highlighted to the Board the risks of its stated M&A strategy1 and the importance of adding at least one director with an investor mindset and significant capital allocation experience. While we have formally nominated two directors to the Board, we want to emphasize that Engine made its candidates available for interviews and was willing to agree to a framework that contemplated a single board seat to facilitate a resolution to benefit all stakeholders. Considering the size of our ownership position and our significant concerns, it is disappointing the Company has resisted working with us. In our view, a Board that owns de minimis stock should not be willing to spend stockholder capital to keep an investor-designee from serving on a nine-member Board.
We look forward to engaging with our fellow shareholders on the case for adding stockholder-designees to MRC’s boardroom. In the meantime, we would like to highlight the following:
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MRC has struggled as a public company. The stock is down 42.4% since its initial public offering almost 12 years ago and has underperformed its competitor
DNOW Inc. over the last one-, three- and five-year periods.2 -
The Board has been unable to resolve its ongoing dispute with its Preferred Stockholder,
Cornell Capital . This is preventing MRC from fully optimizing its capital structure and harming financial flexibility. - Management’s plan to pursue an M&A strategy is concerning. We believe the strategy is risky in the best of times, but especially today given the current state of MRC’s capital structure, depressed multiple and undervaluation, and the high likelihood that the Board will have to pay higher multiples for acquisition targets.
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Chief Executive Officer
Rob Saltiel does not have a successful track record of creating value through business acquisitions or integrations.
For these reasons (among others), we expected the Board to be open to input from one of its largest stockholders to help ensure investor interests are prioritized. While this has not been the case so far and forced us to make our concerns public today, it is still our hope to work constructively with the Board to resolve this matter.”
DIRECTOR CANDIDATE BIOS
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Current Partner at
Engine Capital Management , a top MRC stockholder and value-oriented special situations fund with a track record of helping companies implement value-enhancing initiatives, including M&A transactions, operational and cost improvements, and optimization of capital allocation policies.
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Currently serves on the boards of directors of
(NASDAQ: AOUT), an outdoor products company, andAmerican Outdoor Brands , Inc. (NASDAQ: MYRG), a specialty electrical construction service providers holding company where he serves on the compensation committee and the nominating, environmental, social and corporate governance committee.MYR Group Inc .
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Previously worked as an investment professional at
Apax Partners , an international private equity investment group, and as a member of the Mergers and Acquisitions group atUBS .
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Previously served on the board of directors and audit committee of
RDM Corporation (TSE:RC) a provider of remote deposit capture software and various solutions, until its sale to the Deluxe Corporation.
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Former Vice President at
Fortress Investment Group LLC (formerly NYSE: FIG), a leading global alternative asset manager, and former senior member of the real estate, gaming and lodging investment banking group atBear, Stearns & Co. Inc. (formerly NYSE: BSC), a global financial services firm.
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Former Chief Executive Officer and a director of
Leisure Acquisition Corp. (NASDAQ: LACQ), a special purpose acquisition company, former Executive Vice President and Chief Strategy Officer at (NASDAQ: INSE), a gaming technology company, and current Executive Chairman ofInspired Entertainment , Inc.Winventory, Inc. , a tech-enabled event ticketing management partner.
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Current Managing Member of
Matthews Lane Capital Partners LLC , an investment firm.
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Previously served on the boards of directors of several public companies, including Avid Technology, Inc. (NASDAQ: AVID), a global media technology provider where he served on the finance committee, compensation committee and as Chair of the audit committee,
PICO Holdings, Inc. (NASDAQ: PICO), a diversified holding company where he served on the compensation committee and corporate governance and nominating committee, and (NYSE: UHS), a hospital management and health services company.Universal Health Services , Inc.
ABOUT ENGINE CAPITAL
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CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
ENGINE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are expected to be
As of the date hereof,
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1“We would really like to get back to M&A to grow this Company … this Company will now have more financial flexibility going into '24 than we will have had probably in our entire existence as a public company. And we will continue to scan the market for attractive M&A for ways to profitably grow our business.” Chief Executive Officer
2 Source: CapitalIQ. Total shareholder returns as of market close on
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