ISS Recommends Taro Pharmaceutical Shareholders Vote FOR BlueMountain Capital Management's External Director Nominees at Upcoming Extraordinary General Meeting
ISS Deems that a Board Change Is Warranted at Taro
NEW YORK, March 17, 2014 /PRNewswire/ -- BlueMountain Capital Management, LLC ("BlueMountain") today announced that one of the United States' leading independent proxy voting advisory firms, Institutional Shareholder Services ("ISS"), recommends that shareholders of Taro Pharmaceutical Industries Ltd. (NYSE: TARO) vote FOR the BlueMountain nominees in Items 6.1 and 6.2 (and AGAINST the company's nominees in Items 5.1 and 5.2) at the company's March 27, 2014 extraordinary general meeting. ISS also recommended that Taro shareholders vote AGAINST the approval and ratification of Taro's director and executive compensation proposals in Items 2, 3, and 4. BlueMountain is seeking to elect two new independent, external directors to protect the interests of all Taro minority shareholders.
The extraordinary general meeting has been called to address procedural flaws in the voting forms used at the annual general meeting held on September 12, 2013. Importantly, BlueMountain alerted Taro to these flaws prior to the annual general meeting. However, Taro took no action to remedy these flaws until BlueMountain filed a lawsuit in the Israeli District Court in November 2013 seeking to vacate most of the resolutions voted on at the annual general meeting. ISS previously recommended that shareholders vote for BlueMountain's nominees at Taro's annual general meeting, and BlueMountain believes it is more important than ever to bring change to Taro's board.
In its report, ISS again supports BlueMountain's call for change, stating:
"In light of both the structural governance concerns as well as the numerous concerns voiced by minority shareholders over the past year about the potential conflicts of interest that arise from [Sun Pharmaceutical Industries'] influence on the board, there is clearly a need for additional independent oversight and objectivity at Taro."
In making its recommendation, ISS also stated that:
"A vote against the two incumbent nominees appears to be the most effective way available to shareholders to demand additional minority shareholder protections and improve the level of independent oversight at the board level. As such, a vote AGAINST the two incumbent nominees (Item 5.1 and 5.2) and FOR the two shareholder nominees (Items 6.1 and 6.2) is warranted."
BlueMountain issued the following statement:
"We appreciate ISS' support, which strongly validates our view that Board change is required at Taro. We believe that representation is needed in the Taro boardroom to protect the interests of all minority shareholders. We again urge Taro shareholders to vote FOR Ben-Ami Rosenfeld and Adi Bershadsky in Items 6.1 and 6.2 today and AGAINST the re-election of the existing external directors in Items 5.1 and 5.2."
Media Contacts:
Doug Hesney / Sam Kerbel
Dukas Public Relations
212-704-7385
[email protected] / [email protected]
SOURCE BlueMountain Capital Management, LLC
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