Stewart Announces Agreement on Board Composition and Governance Enhancements
October 20, 2016
Stewart Information Services Corporation has entered into an agreement with Starboard Value LP regarding the composition of the Stewart Board of Directors.
Matthew Morris, Stewart’s chief executive officer, and a new independent director, Clifford Press, will be appointed to the Board, effective immediately. Morris and Press will replace Malcolm S. Morris and Stewart Morris Jr., who have agreed to resign after each serving on the Board for 16 years. In addition, the Board has committed to appoint two other new independent directors and is hiring a nationally recognized director search firm to assist in the process. The two new independent directors will replace Laurie Moore-Moore and Frank Keating, two current members of the Board, who have agreed to step down once the new independent directors have been identified and appointed to the Board.
With the addition of Morris and Press, and the two new independent Board members to be named, the Stewart Board will be comprised of nine directors, eight of whom will be independent.
“The enhancements announced today will help us improve Stewart’s corporate governance structure for the benefit of all shareholders, allowing us to create a truly independent Board in-line with best practices,” said Thomas Apel, chairman of the Stewart Board. “We welcome Clifford to the Board and look forward to benefitting from his perspective and significant financial and investing expertise as we continue to execute on our strategy to ensure long-term growth at Stewart. We believe the newly constituted Stewart Board, which will include substantial industry expertise, diverse perspectives, and a wide variety of backgrounds, will help guide the Company forward.”
On behalf of the Board, Apel also thanked Malcolm and Stewart Morris for their service to the company.
“As true leaders of Stewart, they have played an integral role in the company’s success and have provided the rest of the Board and management team with valuable insights and leadership over many years,” Apel said. “They have been valued directors and their willingness to put Stewart ahead of their own personal interests demonstrates their leadership and commitment to the Company.”
Matthew Morris added, “We are pleased to reach an agreement that brings new perspectives to our Board of Directors. The management team and I look forward to working with the entire Board toward our common goal of significantly improving shareholder value.”
Stewart also announced it entered into a separate agreement with Foundation Asset Management LP, which has agreed, among other things, to abandon its consent solicitation seeking to call a special meeting of Stewart’s shareholders.
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