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United Continental Investors Nominate 6 for Board; Proxy Fight Looms | ASHARQ AL-AWSAT English Archive 2005 -2017
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United Plane Taking Off


United Plane Taking Off

Together, owning 7.1 percent of United, PAR Capital Management Inc. and Altimeter Capital Management LP said on Tuesday that they were disappointed with its “poor performance and bad decisions over the last several years.” On the matter, two investment funds with weighty stakes in United Continental Holdings Inc. nominated a slate of six directors for the airline’s board, raising the chances of a proxy fight as the company digs in to defend against the attack.

Asset managers, who are based in Boston, have experience in travel businesses investment, however with no track record of starting the kind of proxy battle typical of what’s known as activist investors. Gordon Bethune, Former Continental Airlines Chief Executive Officer led the dissidents’ slate, which includes Altimeter founder Brad Gerstner and former Orbitz CEO Barney Harford, the investors said in a statement. Gerstner was on the Orbitz board when Harford led that company. Board nominations are expected to be submitted by shareholders by Saturday, for the annual meeting, which is expected to take place in June.

Nevertheless, with a swift respond, United stated that it had tried to work with the two investors to discuss the nominations and even offered to amend its bylaws to extend the deadline. The company said the investors were “uninterested” in an agreement. United Continental shares were down 1 percent at $57.06 in midday trading.
The two funds built stakes last year, and talks with United intensified in late 2015, a person familiar with the matter said. United disclosed in January that the funds had built up a combined 5.5 percent stake.

As for the series of encountered issues, head of event-driven research at independent research firm Gordon Haskett, Don Bilson, said that the “situation is really all about shaking up what Altimeter/PAR thinks is an entrenched and ineffective board”.

The 2010 merger of United and Continental created the second-largest United States airline by capacity; however the company has encountered a sequence of problems. Software glitches plagued its reservation system for several years. Employee morale remained low, and United failed until recently to substantially lift its on-time performance.

While rival Delta Air Lines Inc. posted earnings of more than $1 billion, the company lost $724 million in 2012. For 2013, United earned $539 million, and Delta’s profit reached $10 billion. Former United Chief Executive Jeff Smisek stepped down in September after the disclosure of a federal investigation into the airline’s dealings with the Port Authority of New York and New Jersey.

Two days after the airline said CEO Oscar Munoz would return to the company on March 14 after being on medical leave since October, when he suffered a heart attack, the fund’s plan to change United’s board came. “PAR and Altimeter have individually taken this hostile action with no concern that a proxy fight could distract the company from executing on Oscar’s strategic plan,” United Non-Executive Chairman Henry Meyer said on Tuesday.
United, said on Monday, that it had added three independent directors to its board, increasing the size to 15.

According to the company some directors would step down but declined to say which ones or how many. The asset managers have not disclosed their view of Munoz. The board changes along with an increased stock buyback plan, were not sufficient to persuade the funds to back down.

“Yesterday’s last-ditch effort – adding just three people to its now 15-person board – is a cynical attempt to preserve power by this entrenched board,” Gerstner said in a statement. Activist shareholders, whose biggest names include Carl Icahn and Nelson Peltz of Trian, started a record 385 campaigns last year, according to Thomson Reuters data. They were supported by large institutional investors’ desire for shake-ups of publicly traded companies’ management and boards. The list of activist shareholders has added funds that have not historically launched campaigns but now feel empowered to take their case for change to other shareholders of their target companies.