Sotheby's BID today issued
the following statement regarding notice from Third Point LLC submitting
nomination for three candidates to stand for election to Sotheby's Board of
Directors at the Company's 2014 Annual Meeting:
Sotheby's has engaged in extensive discussions with Third Point over the past
months in an effort to reach a resolution that would avoid a proxy battle. As
part of these discussions, Sotheby's offered to appoint Daniel S. Loeb to the
Sotheby's Board of Directors, where he would also serve on three committees –
the Nominating and Governance Committee, the Audit Committee and the Finance
Committee – and proposed customary standstill arrangements.
Sotheby's is disappointed that Third Point has chosen this path. Sotheby's had
a solid 2013 and 2014 is off to a strong start, with record auction results in
many categories, a $300 million special dividend payable to shareholders next
month, and a commitment for disciplined investment and ongoing capital
return.
Third Point's actions are particularly unfortunate given the efforts that
Sotheby's has made to reach an agreement with Mr. Loeb. These efforts have
included:
* Sotheby's offer to appoint Mr. Loeb to the Board of Directors, with roles
on three key Board committees;
* Sotheby's proactively shared non-public information with Third Point
(under a standard confidentiality agreement) and considered its views in
developing the Company's recently announced Capital Allocation and
Financial Policy Plan and other initiatives;
* Feedback from Mr. Loeb, who, in conversations with management,
characterized the Company's Capital Allocation and Financial Policy Plan
as the "right approach," striking a balance between returning capital to
shareholders and continuing to invest in the business;
* Six meetings with Third Point since August 2013, three of which included
the lead independent director of Sotheby's; and
* Numerous conference calls with Third Point and members of the Company's
Board of Directors and management team.
Sotheby's Board of Directors and management team are committed to delivering
value for all Sotheby's shareholders. The Company believes the new Capital
Allocation and Financial Policy Plan, together with actions Sotheby's has
taken to increase competitiveness and bring complementary expertise to the
Board and the leadership team, best position Sotheby's to build value for its
clients and shareholders now and in the future.
Domenico De Sole, Sotheby's Lead Independent Director, stated, "Sotheby's is
strongly positioned today, with a strategy and executive leadership team led
by Bill Ruprecht that has the full confidence of the Board. This team and this
strategy are delivering exceptional results for Sotheby's clients and value to
Sotheby's shareholders. The strength of the Company is reflected in Sotheby's
stock price, which remains near historic highs and has exceeded the S&P Midcap
index over the one, five and ten year periods."
Sotheby's believes that its Board is best positioned to support the Company's
continued growth and success. The Board is composed of 12 highly qualified
directors, 10 of whom are independent, and three of whom joined the Board in
the past three years. The directors are active and engaged, with a diversity
of professional backgrounds including experience leading and profitably
growing other public and private companies with global luxury brands.
Directors also have experience in relevant disciplines, including marketing,
finance, banking, real estate, client services and law, and have demonstrated
success leading corporate change and value creation through financings,
capital allocation strategies, and business development.
The Board's Nominating and Corporate Governance Committee will consider the
Third Point nominations in due course. The Board will present its recommended
slate of director nominees in Sotheby's definitive proxy statement and other
materials, including the Company's WHITE proxy card, to be filed with the
Securities and Exchange Commission and mailed to all shareholders eligible to
vote at the 2014 Annual Meeting, which has yet to be scheduled. Sotheby's
shareholders are not required to take any action at this time.
Goldman, Sachs & Co. is serving as financial advisor to Sotheby's, and
Wachtell, Lipton, Rosen & Katz is legal advisor.
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