Miller Energy Resources Inc. (NYSE: MILL) has reached an agreement with Bristol Capital LLC and its affiliates and the other current members of the shareholder group referred to as the "Concerned Miller Shareholders" (CMS). Under the terms of the agreement, Governor Bill Richardson, former governor of New Mexico (2003-2011) and US Secretary of Energy (1998-2001), has been nominated and recommended by the board of the company to stand for election as a director at Miller's upcoming Annual Meeting of Shareholders, which will be held on April 16. Shareholders of record at the close of business on April 2, will be entitled to vote.
The company has also recently nominated two additional independent director candidates: Dr. Bob G. Gower, chairman of Ensysce Biosciences Inc. and former CEO of Lyondell Petrochemical Company, and Joseph T. Leary, CFO of Tarpon Operating & Development LLC, to stand for election at the company's upcoming Annual Meeting. With the addition of Governor Richardson, the Miller board would expand to eight directors, six of whom will be independent.
Paul Kessler, a principal of Bristol and spokesman for CMS, said, "We have been encouraged by the many positive changes Miller has made recently – the company has appointed a new CFO and new director of financial accounting, has revised its executive compensation plan, and has also significantly improved the composition of the board through the addition of two new independent directors and now Governor Richardson. We are encouraged by these important steps and have every confidence that this new and improved board will drive shareholder value and improve Miller for the benefit of all shareholders. CMS fully supports the recently announced changes to the company's board composition and will be endorsing the company's slate in the upcoming annual election of directors."
In connection with today's announcement, Miller has entered into an agreement with CMS, whereby the group will withdraw its proposed slate of director candidates and vote all of its shares in favor of each of the nominees recommended by the board. The agreement between Miller and CMS will be filed on a Form 8-K with the Securities and Exchange Commission.
Vinson & Elkins LLP acted as legal advisors to Miller and Olshan Frome Wolosky, LLP served as legal advisors to CMS.