(Adds details of the agreement)
By Michael Flaherty
Oct 18 Title insurer Stewart Information
Services Corp said on Tuesday it would add four new
directors to its board in a deal with activist investor
Starboard Value LP.
The company also struck a deal with another shareholder,
Foundation Asset Management LP, which agreed to drop its pursuit
of a special shareholder meeting.
Stewart's announcement on Tuesday follows a Reuters report
last month that said Stewart and Starboard were nearing an
agreement to replace members of the company's board.
As part of the settlement with Starboard, Stewart
Information's chief executive, Matthew Morris, and a new
independent director, Clifford Press, will be appointed to the
board, effective immediately, the company said.
Morris and Press will replace Malcolm Morris and Stewart
Morris, two cousins and members of the company's founding family
who served as co-CEOs from 2000 to November 2011. CEO Matthew
Morris is Malcolm's son.
"The enhancements announced today will help us improve
Stewart's corporate governance structure for the benefit of all
shareholders, allowing us to create a truly independent Board
in-line with best practices," Stewart's Chairman Thomas Apel
said in a statement.
In addition, Stewart Information will appoint two other new
independent directors who will replace current board members
Laurie Moore-Moore and Frank Keating.
The company's main title insurance business guarantees
property owners have title to their property and can legally
transfer it in the event of a sale.
Stewart's largest shareholder is Starboard, with a 9.9
percent stake, and its fourth largest is Foundation, which has a
5.6 percent holding. The company has seen a steady flow of
activist investors, with Bulldog Investors and Basswood Capital
also in the top 10 shareholders list.
(Reporting by Ankit Ajmera in Bengaluru; Editing by Sriraj
Kalluvila and Frances Kerry)