Sotheby’s and Third Point LLC today announced that they have reached an agreement, putting an end to the increasingly bitter conflict that has waged in recent weeks.
Pursuant to the agreement, the Sotheby’s board of directors has been expanded, and Daniel Loeb, Olivier Reza, and Harry Wilson have been appointed to the board and will be included in the company’s slate of director nominees for election at the 2014 Annual Meeting of Shareholders, which was originally due to take place of May 6 but has been rescheduled for later this month.
With these additions, as well as the previously announced additions of new director candidates Jessica Bibliowicz and Kevin Conroy, the Sotheby’s slate for the Annual Meeting will expand to 15 members, 13 of whom are independent.
Sotheby’s slate will include John Angelo, Jessica Bibliowicz, Kevin Conroy, Domenico De Sole, The Duke of Devonshire, Daniel Loeb, Daniel Meyer, Allen Questrom, Olivier Reza, William Ruprecht, Marsha Simms, Robert Taubman, Diana Taylor, Dennis Weibling and Harry Wilson.
“We welcome our newest directors to the board and look forward to working with them, confident that we share the common goal of delivering the greatest value to Sotheby’s clients and shareholders,” said Bill Ruprecht, Chairman, President and chief executive officer of Sotheby’s. “This agreement ensures that our focus is on the business and that we will benefit from five fresh voices and viewpoints.”
Third Point CEO Daniel Loeb stated: “Harry, Olivier and I are delighted to join the Sotheby’s Board. As of today we see ourselves not as the Third Point Nominees but as Sotheby’s directors, and we expect to work collaboratively with our fellow board members to enhance long-term value on behalf of all shareholders.
“We are confident this Board will benefit from the perspective of aligned shareholder voices. We are committed to working closely with Sotheby’s leadership team to unlock shareholder value by pursuing a strategy of sound capital allocation and growth while respecting the best of the Company’s rich history, tradition and culture.”
Domenico De Sole, Sotheby’s lead independent director, stated, “Sotheby’s is strongly positioned today, with an executive leadership team committed to delivering excellent results for Sotheby’s clients and shareholders. Along with our new directors we look forward to identifying ways to continuously improve our position in the marketplace and our operating performance.”
In connection with these appointments, Third Point has agreed to customary standstill and voting commitments and terminated its proxy contest. In addition, Sotheby’s will accelerate the termination of its one-year shareholder rights plan concurrent with the 2014 Annual Meeting, and Third Point, whose ownership in Sotheby’s will be capped at 15% under the agreement, has withdrawn its litigation with respect to the rights plan. The complete agreement with Third Point will be included as an exhibit to a current report on Form 8-K, which will be filed with the Securities and Exchange Commission.