TMCnet News

ISS Taft-Hartley and Social Advisory Services Recommend Voting FOR Appaloosa Proposal
[April 22, 2019]

ISS Taft-Hartley and Social Advisory Services Recommend Voting FOR Appaloosa Proposal


Appaloosa LP today highlighted that Institutional Shareholder Services ("ISS") issued two separate reports - the Taft-Hartley and the Social Responsibility Advisory Services Voting Recommendations - in favor of Appaloosa's proposal to split the role of Allergan Plc's Chairman and CEO. Thus, two out of three advisory opinions issued by ISS on this matter endorse Appaloosa's proposal.

Moreover, ISS specifically qualified its Benchmark Policy Recommendation to vote against the Appaloosa proposal by its reference to "ongoing concerns for shareholders about the company's performance" as well as a "vague timeline" for Allergan's next leadership change.

In a separate Benchmark Policy Recommendation last week, ISS also noted that shareholders of The Boeing (News - Alert) Company would benefit from the "most robust form of independent oversight" that a split in the roles of Chairman and CEO provides.

Appaloosa sees no difference in Allergan's current situation. Indeed, the transparent intent of the ompany's adoption of an independent chair policy at the next "CEO transition" is to evade this oversight and leave it for another Board and CEO to implement at a much later date.



Another proxy advisory firm, Egan-Jones Proxy Services ("Egan-Jones") apparently recognizes this distinction as well and has recommended that shareholders vote FOR Appaloosa's proposal. In its opinion, Egan-Jones stated that "there is an inherent potential conflict, in having an inside director serve as the Chairman of the board."

Allergan cannot address its deep deficiencies by paying lip service to a governance checklist. Appaloosa urges shareholders to vote FOR proposal no. 6 in order to avoid many years of an unfettered status quo.


IMPORTANT NOTICE

Funds advised by Appaloosa LP ("Appaloosa") have submitted to Allergan plc ("Allergan") a shareholder proposal to separate the roles of Chairman and Chief Executive Officer to be considered at Allergan's 2019 annual general meeting of shareholders. This communication is not a solicitation of proxies and Appaloosa is not seeking authority to vote any proxy in connection with Allergan's annual general meeting. Shareholders should NOT send us any proxy card. Shareholders may vote for Appaloosa's shareholder proposal by executing and returning the form of proxy card furnished by Allergan in accordance with the procedures set forth in Allergan's proxy materials. Shareholders with questions may contact Okapi Partners, Appaloosa's Information Agent, toll free in the U.S. and Canada at (877) 869-0171 or at +1 (212) 297-0720 outside of the U.S. or Canada.


[ Back To TMCnet.com's Homepage ]