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RAPAPORT...
Sotheby's and Third Point LLC jointly agreed to expand the auction house's board of directors following a contentious battle for control in the past nine months. Third Point's founder, Daniel S. Loeb, and his nominees, Olivier Reza and Harry J. Wilson, have been appointed to Sotheby's board and they will now be included in the company's own slate of director nominees for election at the 2014 annual meeting of shareholders. The annual meeting will convene on May 6 and then be adjourned to allow for updated proxy materials.
Third Point also agreed to a customary standstill and voting commitments and terminated its proxy contest against Sotheby's board. Sotheby's will accelerate the termination of its one-year shareholder rights plan, concurrent with the 2014 annual meeting, and Third Point, whose ownership in Sotheby's will be capped at 15 percent, has withdrawn its litigation with respect to the rights plan.
With the addition of Third Point's representatives, coupled with new director candidates Jessica Bibliowicz and Kevin C. Conroy, the Sotheby's slate for the annual meeting will expand to 15 members, 13 of whom are independent. Sotheby's slate will also include John M. Angelo, Domenico De Sole, The Duke of Devonshire, Daniel Meyer, Allen Questrom, William F. Ruprecht, Marsha E. Simms, Robert S. Taubman, Diana L. Taylor and Dennis M. Weibling.
"We welcome our newest directors to the board and look forward to working with them, confident that we share the common goal of delivering the greatest value to Sotheby's clients and shareholders," said Ruprecht, Sotheby's board chair and CEO. "This agreement ensures that our focus is on the business and that we will benefit from five fresh voices and viewpoints." Loeb stated, "Harry, Olivier and I are delighted to join the Sotheby's board. As of today, we see ourselves not as the Third Point nominees but as Sotheby's directors, and we expect to work collaboratively with our fellow board members to enhance long-term value on behalf of all shareholders. We are confident this board will benefit from the perspective of aligned shareholder voices. We are committed to working closely with Sotheby's leadership team to unlock shareholder value by pursuing a strategy of sound capital allocation and growth while respecting the best of the company's rich history, tradition and culture." De Sole, Sotheby's lead independent director, added that he looks forward to identifying ways to continuously improve the company's position and operating performance in the marketplace.
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