CIRCOR International, Inc.
Extract: Update, Proxy Fight Director Nomination from a 8-K on 02/07/2020   Download
SEC Document
SEC Filing
On February 6, 2019 CIRCOR International, Inc. (“CIRCOR” or the “Company”) received a notice of intent to nominate two directors at CIRCOR’s 2020 Annual Meeting of Stockholders from GAMCO Investors, Inc. (“GAMCO”).

CIRCOR welcomes open communications with its stockholders. While the Company’s general policy is not to comment on interactions with specific stockholders, it is important to note that the Company has held numerous discussions with GAMCO.

CIRCOR has a diverse and experienced Board of Directors with a track record of delivering significant value to stockholders. The Board consists of eight directors, seven of whom are independent, four of whom have joined the Board within the past four years (including two since January 2019). The Board regularly evaluates its composition to ensure it reflects the appropriate skills and expertise to drive value for all CIRCOR stockholders.

Since January 2019, the board and management have made significant progress in the execution of its strategy to transform and simplify the Company, shift away from upstream oil & gas and other commodity businesses, and sharpen its focus on core mission-critical flow control platforms. CIRCOR has completed over $340 million of non-core asset sales and reduced debt by over $300 million, including:

Sold Reliability Services business for approximately $85 million in cash;
Completed the disposition of its loss-making engineered valve business;
Sold certain assets and liabilities relating to its Spence and Nicholson product lines for approximately $85 million in cash;
Announced its intent to sell its loss-making Distributed Valves business; and
Completed the sale of its Instrumentation & Sampling business for approximately $172 million in cash.

Since disclosing its 18-month plan in June 2019 to accelerate earnings, expand margins, generate strong free cash flow and deleverage the Company, CIRCOR has taken significant action to ensure the business is positioned for long-term success and value creation. This strategy has delivered substantial shareholder value - during 2019, the trading price of CIRCOR common stock more than doubled - and has positioned the Company for additional significant upside.

The Nominating and Corporate Governance Committee of the CIRCOR Board is responsible for evaluating director candidates qualified to become members of the Board, and will review the proposed candidates in due course.

The Board will present its formal recommendation regarding director nominees in the Company’s definitive proxy statement and other materials, to be filed with the Securities and Exchange Commission (the “SEC”) and mailed to all stockholders eligible to vote at the 2020 Annual Meeting. The 2020 Annual Meeting has not yet been scheduled and no shareholder action is required at this time.