Glass Lewis recommends Aerojet investors back CEO in proxy contest (updated)

Aerojet Rocketdyne Holdings

22/06/2022 24:41

(Adds details from Glass Lewis report)
    By Svea Herbst-Bayliss
    BOSTON, June 21 (Reuters) - Glass Lewis on Tuesday backed
Aerojet Rocketdyne Holdings Inc  AJRD.N  CEO's eight-person
board of directors slate, becoming the second proxy advisory
firm to recommend against the U.S. rocket maker's executive
chairman as he seeks control of the board.
    Chief Executive Eileen Drake and Warren Lichtenstein, the
executive chairman, each proposed eight director candidates to
sit on the board. 
    Investors will vote on director candidates on June 30.
    Glass Lewis acknowledged Lichtenstein's long service, but
said investors should back Drake's slate because the company has
performed well and generated value for investors during her
tenure. The firm praised Drake for putting together an
"experienced and well-rounded slate of candidates in short
order."
    Institutional Shareholder Services on Friday also backed
Drake's slate.
    The standoff between Drake and Lichtenstein, whose Steel
Partners and affiliates own more than 5% of the company,
escalated since the collapse of a planned sale of Aerojet to
Lockheed Martin Corp  LMT.N , the company's biggest customer.
    "We are very gratified to have received Glass Lewis’ full
support for our independent slate. We now have the validation of
the two leading independent proxy advisory firms," Drake said in
a statement.
    A representative for Lichtenstein could not be reached for
comment.
    Lichtenstein argued that operational improvements and
changes to capital allocation are needed to help push up the
share price and attract new buyers. He wants to bring back Mark
Tucker, a former Aerojet chief operating officer, as CEO.
 urn:newsml:reuters.com:*:nL1N2Y500B
    Glass Lewis said Lichtenstein's slate is full of "nominees
personally or professionally proximate to Mr. Lichtenstein,
including CEO-in-waiting Mark Tucker," which raises concerns
that such a board might not "hold Mr. Lichtenstein to account." 

 (Reporting by Svea Herbst-Bayliss; Editing by Leslie Adler)
 ((svea.herbst@thomsonreuters.com; +617 856 4331; Reuters
Messaging: svea.herbst.thomsonreuters.com@reuters.net))