Lawndale to vote for proposal to de-stagger Willbros Group board

Lawndale Capital Management LLC and its affiliated activist funds, beneficial owners of nearly 1.6 million, or 2.6%, of Willbros Group Inc. (NYSE: WG) intend to vote "FOR" a shareholder proposal calling for Willbros' board members to be elected annually instead of its present practice of its board members serving staggered three-year terms. The shareholder proposal will be voted on by Willbros' shareholders at the company's Annual Meeting on June 9 in Houston.

On May 12, Lawndale sent a letter to Willbros' lead independent director, S. Miller Williams, for distribution to Willbros' independent directors, informing them of Lawndale's intent to vote " FOR" Proposal 5, often called a "de-classify" or "de-stagger" proposal. The letter also called for Willbros' board to implement additional reforms to its corporate governance practices and structure to address changes made necessary when formerly Independent Chairman John McNabb was appointed as the company's CEO.

Lawndale's letter called for the following additional steps regarding fixing Willbros' "broken" corporate governance:

  • The independent directors need to serve the PRIMARY role in Willbros' director search and nomination process and not CEO McNabb.

  • The board should replace Edward DiPaolo, a long-time friend and former business partner of CEO McNabb, from the Willbros' Nominating/Governance Committee that he presently chairs.

  • Willbros' lead independent director, Williams, should "step up" to his role and ensure an appropriate non-management dialogue conduit with respect to shareholder concerns on topics that are properly deliberated and decided by independent board members and not CEO McNabb.

Lawndale President Andrew Shapiro stated, "Having directors stand for elections annually makes them more accountable to shareholders, and could thereby contribute to improved performance and increased firm value. The existence of staggered director terms at Willbros entrenches and immunizes ineffective directors from necessary accountability and potential replacement by the company's shareowners.

"Having a long-time friend and former business partner of your CEO as Nominating/Corporate Governance Committee Chairman raises serious conflict and governance concerns and is inappropriate," he added. "A truly independent board committee should direct and run the director search and nomination process."


Did You Like this Article? Get All the Energy Industry News Delivered to Your Inbox

Subscribe to an email newsletter today at no cost and receive the latest news and information.

 Subscribe Now


Logistics Risk Management in the Transformer Industry

Transformers often are shipped thousands of miles, involving multiple handoffs,and more than a do...

Secrets of Barco UniSee Mount Revealed

Last year Barco introduced UniSee, a revolutionary large-scale visualization platform designed to...

The Time is Right for Optimum Reliability: Capital-Intensive Industries and Asset Performance Management

Imagine a plant that is no longer at risk of a random shutdown. Imagine not worrying about losing...

Going Digital: The New Normal in Oil & Gas

In this whitepaper you will learn how Keystone Engineering, ONGC, and Saipem are using software t...