Confirms Receipt of Director Nominations; No Shareholder Action
Required at This Time; Eagle’s Previously Announced Strategic Portfolio
Review is Underway
DALLAS–(BUSINESS WIRE)–Eagle Materials (NYSE: EXP, “Eagle” or the “Company”) today confirmed
that Sachem Head Capital Management (“Sachem Head”) has submitted
nominations for two candidates for election to the Company’s Board of
Directors at its 2019 Annual Meeting of Shareholders, scheduled for
August 6, 2019. Eagle shareholders are not required to take any action
at this time. The Eagle Board of Directors issued the following
statement in response:
Eagle’s Board is committed to delivering long-term value for all
shareholders, and is open-minded and receptive toward ideas that advance
this objective.
As announced on April 18, 2019, following consultation with and input
from the Company’s largest shareholders, including Sachem Head, the
Eagle Board and management team commenced a strategic review of the
Company’s portfolio of businesses to help ensure the Company’s inherent
value is appropriately reflected in the marketplace and the Company is
best positioned to unlock that value.
The Board’s independent directors, who have extensive operational,
financial and transactional experience, are deeply involved with the
strategic portfolio review and believe that execution of the review
already underway with the existing Board will result in the most
efficient, thorough and timely result. The review is ongoing and the
Company does not intend to publicly discuss or disclose developments
with respect to this process unless and until the Board has approved a
definitive action, or the process is otherwise concluded.
Notwithstanding the ongoing strategic review, the Board and management
team are executing a strategy designed to strongly position the Company
for growth and value creation across industry cycles. The Company also
recently announced Board authorization for the repurchase of an
additional 10.0 million shares of common stock, bringing the Company’s
total repurchase authorization to 10.7 million shares, or nearly 25% of
the Company’s outstanding share capital. These authorized repurchases
are in addition to the nearly $300 million Eagle has already returned to
shareholders during fiscal 2019 through a combination of share
repurchases and dividends.
The Eagle Board will continue to take actions that it believes are in
the best interests of the Company and all of its shareholders.
The Eagle Board will review Sachem Head’s materials and will present its
formal recommendation regarding director nominations and any shareholder
proposals in the Company’s definitive proxy materials that will be filed
with the Securities and Exchange Commission and mailed to shareholders
eligible to vote at the 2019 Annual Meeting.
Goldman Sachs & Co. LLC is serving as financial advisor to Eagle and
Wachtell, Lipton, Rosen & Katz is serving as legal counsel.
About Eagle Materials Inc.
Eagle Materials Inc. manufactures and distributes Cement, Gypsum
Wallboard, Recycled Paperboard, Concrete and Aggregates, and Oil and Gas
Proppants from more than 75 facilities across the US. Eagle is
headquartered in Dallas, Texas.
Forward-Looking Statements
This press release includes certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, Section 21E of
the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995, including statements about expected
results, the strategic portfolio review process, potential transactions
and other matters that are not historical facts. Forward-looking
statements may be identified by the context of the statement and
generally arise when the Company is discussing its beliefs, estimates or
expectations. These statements are not historical facts or guarantees of
future performance but instead represent only the Company’s belief at
the time the statements were made regarding future events which are
subject to certain risks, uncertainties and other factors, many of which
are outside the Company’s control. Actual results and outcomes may
differ materially from what is expressed or forecast in such
forward-looking statements. All forward-looking statements made herein
are made as of the date hereof, and the risk that actual results will
differ materially from expectations expressed herein will increase with
the passage of time. The Company undertakes no duty to update any
forward-looking statement to reflect future events or changes in the
Company’s expectations. Please refer to the publicly filed documents of
the Company, including the most recent Forms 10-K and 10-Q, for
additional information about the Company and about the risks and
uncertainties related to the Company’s business which may affect the
statements made in this press release.
Important Information and Where to Find It
The Company intends to file a proxy statement on Schedule 14A and other
relevant documents with the U.S. Securities and Exchange Commission
(“SEC”) in connection with the solicitation of proxies for its 2019
Annual Meeting of Shareholders. SHAREHOLDERS ARE STRONGLY ADVISED TO
READ THE COMPANY’S 2019 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders may obtain a free copy of the 2019 proxy statement, any
amendments or supplements to the proxy statement and other documents
that the Company files with the SEC from the SEC’s website at www.sec.gov
or the Company’s website at http://ir.eaglematerials.com/investor-relations
as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC.
Certain Information Regarding Participants in the Solicitation
The Company, its directors, its executive officers and its nominees for
election as director may be deemed participants in the solicitation of
proxies from shareholders in connection with the matters to be
considered at the Company’s 2019 Annual Meeting of Shareholders.
Information about the Company’s directors and executive officers is
available in the Company’s proxy statement, dated June 22, 2018, for its
2018 Annual Meeting of Shareholders. To the extent holdings of the
Company’s securities by such directors or executive officers have
changed since the amounts printed in the 2018 proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. More detailed information
regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of shareholders in connection with the
Company’s 2019 Annual Meeting of Shareholders, and their direct or
indirect interests, by security holdings or otherwise, which may be
different from those of the Company’s shareholders generally, will be
set forth in the Company’s proxy statement for the 2019 Annual Meeting
of Shareholders and the other relevant documents to be filed with the
SEC.
Contacts
Investor Contact
For additional information, contact at
214-432-2000.
Robert S. Stewart
Executive Vice
President, Strategy, Corporate Development and Communications
or
Media
Contact
Joele Frank, Wilkinson Brimmer Katcher
Jim Golden
/ Clayton Erwin / Sophie Throsby
(212) 355 4449
