Bemis Company Announces Agreement with Starboard, Appoints Four New Independent Directors

Bemis Company, Inc. announced that it has entered into an agreement with Starboard Value LP, which currently owns approximately 3.3% of the company’s outstanding shares, pursuant to which its Board of Directors has appointed Guillermo Novo, Marran H. Ogilvie, George W. Wurtz III, and Robert H. Yanker as new independent directors to the company’s Board, effective immediately.
 
The company also announced that Ronald J. Floto and William L. Mansfield will retire from the Board at the end of their current terms and will not stand for reelection at the 2018 Annual Meeting. Following the 2018 Annual Meeting, the Board will be comprised of 13 directors, 12 of whom will be independent.
 
In addition, Bemis created a Finance and Strategy Committee of the Board, which will be composed of two incumbent directors, David S. Haffner and Philip G. Weaver, and two new directors, Ogilvie and Yanker. The committee will be responsible for reviewing a wide range of topics, including the company’s financial matters, strategic direction, and potential merger, acquisition, and divestiture opportunities, and make recommendations to the Board regarding such topics.
 
“We are pleased to welcome Guillermo, Marran, George, and Rob as new independent members to the Bemis Board,” said Timothy M. Manganello, chairman of the Bemis Board. “They each bring relevant experience and perspectives in areas essential to our business, including finance, operational, and industry expertise, and we look forward to benefitting from their insights. Importantly, Bemis’ solid fourth quarter 2017 results demonstrate that the company is building momentum on its objectives and taking the right actions to enhance profitability and create value for Bemis shareholders.”
 
“We are pleased to have worked constructively with Bemis to reach an agreement to strengthen the Board with new independent directors and to create a new Finance and Strategy Committee of the Board,” added Peter Feld, managing member at Starboard. “The appointment of these new directors will bring additional insights and valuable expertise to Bemis as it focuses on profitability and growth. We look forward to continuing to work closely with management and the Board as we pursue our common goal of enhancing shareholder value.”
 
Novo currently serves as president, CEO, and a member of the Board of Versum Materials, a leading global electronic materials supplier to the semiconductor industry. Novo was appointed CEO after helping lead Versum’s spin-off from Air Products in October 2016. Previously, he served as EVP, Materials Technologies of Air Products since October 2014. He joined Air Products in 2012 as SVP Electronics, Performance Materials, Strategy and Technology. Prior to joining Air Products, Mr. Novo served as group VP, Coating Chemicals, for Dow Chemical Company.
 
Ogilvie was a member of Ramius, LLC, an alternative investment management firm, where she served in various capacities from 1994 to 2009 before the firm’s merger with Cowen Group, including as COO and general counsel. Following the merger, Ogilvie served as chief of staff at Cowen Group, Inc. until 2010. She currently serves as an advisor to the Creditors Committee for the Lehman Brothers International (Europe) Administration. She also serves as a director of Evolution Petroleum, Ferro Corporation, F our Corners Property Trust and LSB Industries, Inc.
 
Wurtz currently serves as the president and CEO of George Wurtz & Associates LLC, a boutique consulting firm. Wurtz co-founded Soundview Paper Company, where he previously served as chairman of the Board of Directors and CEO. Prior to Soundview, Wurtz was the CEO and president of WinCup, Inc., a leading manufacturer and distributor of a broad line of disposable foodservice products and EVP of Georgia-Pacific Corporation and James River Corporation. He currently serves as a director of Appvion, Inc., Mohawk Fine Papers, Inc., and Urbanspace.
 
Yanker currently serves as director emeritus at McKinsey & Company, a worldwide management consulting firm. Yanker served at McKinsey for 27 years, from 1986 to 2013, where he worked with a variety of clients in the industrial, consumer, and telecommunications sectors on a full range of issues from strategy, portfolio assessment, sales and operations transformation, restructuring, and capability building. He currently serves as a director of Aaron’s Inc., a leading omnichannel provider of lease-purchase solutions. He previously served as a director of Wausau Paper Corp.