By Business Wire, March 06, 2013, 05:00:00 PM EDT
Two New Independent Directors to Join Wausau Board
Board to Be Expanded from Eight to Nine Directors
MOSINEE, Wis.--(BUSINESS WIRE)--
Wausau Paper (NYSE:WPP) today announced it has reached an
agreement with Starboard Value LP and its affiliates regarding the
composition of the company's Board of Directors. Under the terms of the
agreement, Wausau has agreed to nominate two new directors recommended
by Starboard, Mr. John S. Kvocka and Mr. George P. Murphy, neither of
whom is employed by or affiliated with Wausau or Starboard. The
nominations will be included in the company's 2013 proxy statement and
submitted for stockholder approval at the company's 2013 Annual Meeting.
In connection with the nominations, Starboard, which beneficially owns
approximately 14.8% of the outstanding shares of Wausau's common stock,
has agreed to vote all of its shares in favor of each of the Board's
nominees at the 2013 Annual Meeting. A total of four director nominees
will stand for election at the 2013 Annual Meeting, including the two
Starboard recommended candidates. If all nominees are elected, the
Wausau Board will be expanded to nine directors, comprised of seven
independent directors, Thomas J. Howatt, Non-Executive Chairman of the
Board and Henry C. Newell, Wausau's President and Chief Executive
Officer. The Board is presently comprised of eight members. Mr. Dennis
Kuester, having attained the mandatory age of retirement, will not stand
for election at the company's 2013 Annual Meeting.
"We are pleased to have reached this agreement with Starboard," said
Hank Newell, President and Chief Executive Officer of Wausau Paper.
"Wausau Paper is well positioned to capitalize on the investments we
have made in the tissue business and we look forward to working
productively with our new Board members, John Kvocka and George Murphy,
with a shared commitment to enhancing stockholder value. We are
confident that their significant industry experience will be an asset to
Wausau."
Jeff Smith, CEO of Starboard, stated, "We are pleased to have worked
constructively with management and the Board of Wausau and are confident
that the addition of John Kvocka and George Murphy will bring a fresh
perspective to the Board and serve the best interests of Wausau and its
stockholders. We look forward to enhanced value for the benefit of all
stockholders."
The complete agreement between Wausau Paper and Starboard will be
included as an exhibit to the company's Current Report on Form 8-K which
will be filed with the Securities and Exchange Commission ("SEC").
Further details regarding the 2013 Annual Meeting will be included in
the company's definitive proxy materials, which will be filed with the
SEC.
Important Information:
This information may be deemed to be
solicitation material in respect to the solicitation of proxies from
shareholders in connection with Wausau Paper Corp.'s 2013 annual meeting
of shareholders. Wausau Paper Corp. (the "company"), its directors and
certain of its executive officers may be deemed to be participants in
such solicitation. The company will file a proxy statement with the
Securities and Exchange Commission (the "SEC") in connection with the
2013 annual meeting of shareholders. The proxy statement, any other
relevant documents and other material filed with the SEC concerning the
company will be, when filed, available free of charge at www.sec.gov
and www.wausaupaper.com.
Shareholders are urged to read the proxy statement and any other
relevant documents file when they become available because they will
contain important information.
About Wausau Paper:
Wausau Paper produces and markets
specialty papers for industrial, commercial and consumer end markets as
well as a complete line of away-from-home towel and tissue products. The
company is headquartered in Mosinee, Wisconsin, and is listed on the
NYSE under the symbol WPP. To learn more about Wausau Paper visit: www.wausaupaper.com.
Safe Harbor under the Private Securities Litigation Reform Act of 1995:
The matters discussed in this news release concerning the company's
future performance or anticipated financial results are forward-looking
statements and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
involve risks and uncertainties which may cause results to differ
materially from those set forth in these statements. Among other things,
these risks and uncertainties include the strength of the economy and
demand for paper products, increases in raw material and energy prices,
manufacturing problems at company facilities, and other risks and
assumptions described under "Information Concerning Forward-Looking
Statements" in Item 7 and in Item 1A of the company's Form 10-K for the
year ended December 31, 2012. The company assumes no obligation to
update or supplement forward-looking statements that become untrue
because of subsequent events.
Source: Wausau Paper