Lawndale Calls for Improved Governance at Willbros Group
Willbros Group – In a filing with the SEC on September 12, 2016, Mill Valley, California-based Lawndale Capital Management, LLC and its affiliates (“Lawndale”) filed a form 13D in Willbros Group (NYSE: WG), reflecting 5% ownership and calling for improvements in the company’s corporate governance policies and board composition.
Included in this 13D filing (linked below) is Item 4 “Purpose of Transaction,” describing Lawndale’s request that the Willbros’ Articles and By-laws be amended as follows:
- Rapidly De-stagger 3-year board terms to 1-year terms.
- Eliminate the 75% super-majority vote threshold to amend company Articles.
- Enhance shareholders’ right to call a Special Meeting.
- Enhance shareholders’ right to remove a director.
Lawndale also informed Willbros’ Chairman, Miller Williams, and its Corporate Governance Committee Chairman, Jed DiPaolo, that Lawndale will not support the re-election of Mr. DiPaolo at the end of his present 3-year term at the 2017 Annual Meeting. Lawndale has identified highly qualified independent individuals that it feels would be good additions to Willbros’ board and has already submitted the CV of one such prospective director to Mr. Williams for the board’s consideration.
Lawndale believes Willbros’ corporate governance, particularly its present barriers to board accountability, hurts WG’s market valuation and also insulates its directors from making further necessary improvements in Willbros corporate governance practices.
Willbros is a specialty energy infrastructure contractor serving the oil and gas and power industries with offerings that primarily include construction, maintenance and facilities development services. For more information on Willbros, please visit its web site.
Lawndale 13D filing in Willbros Group
For further information on Willbros filing contact:
Andrew Shapiro, President
Lawndale Capital Management, LLC
591 Redwood Highway #2345
Mill Valley, CA 94941
phone: 415-389-VALUE (8258)
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About Lawndale Capital Management, LLC
Lawndale Capital Management, LLC, is a San Francisco Bay Area-based Investment Advisor that manages activist/relational hedge funds, which have created value for more than 23 years in small- and micro-cap companies. Lawndale’s multiple approaches to active shareownership support a repeatable and value-oriented investment process deployed across the capital structure in contrarian, special situation and event-driven investments. Lawndale deploys a unique combination of legal, equity and credit skills with boardroom and corporate governance expertise to engage the management, board of directors, and shareholders of its portfolio companies in a productive relational dialogue.
The publisher, James McRitchie, reformatted, added some headings, graphics and the wonderful ad at the bottom. Publisher is an investor in a Lawndale affiliate.
Copyright © 2016 Lawndale Capital Management, LLC, All rights reserved. Reproduced here with author’s permission.