Caesarstone Fends Off Kibbutz Challenge
MP MENASHE, Israel – An attempt to reshape the board of directors at Caesarstone Sdot-Yam Ltd. failed today at the quartz-surface company’s annual shareholders meeting.
In an early-evening gathering here at Caesarstone’s headquarters, the full slate of seven directors nominated by the company won election to serve until next year’s general meeting. According to preliminary results, Moshe Ronen, Amihai Beer, Amit Ben Zvi, Ronald Kaplan, Yonatan Melamed and Ofer Tsimchi received 56% of all stockholder votes cast.
Stockholders rejected a proposal by Kibbutz Sdot-Yam, the largest shareholder group of Caesarstone stock, to place two different members – Yitzhak (Itzick) Sharir and Amnon Dick – on the board.
The vote capped a three-week battle between the board and the kibbutz over control of the company. Caesarstone’s manufacturing facility in Israel are on kibbutz property, and the group held majority control of the company before reducing its holdings of common stock over the past few years to approximately 32%.
The kibbutz claimed that it would hold only three seats on Caesarstone’s board regardless of results, and offered two Sharir and Dick as independent directors. It also alleged that the company’s nomination process was biased against kibbutz-backed nominees, and questioned the influence of company CEO Yos Shiran.
Caesarstone countered the kibbutz claims, citing reports by three proxy advisory companies backing the process of selecting the company’s slate of director nominees.
Preliminary results indicated the company’s director candidates garnered the support of approximately 91% of the votes cast by shareholders not affiliated with the kibbutz.
An independent inspector of elections will tabulate and promptly certify the final voting results. The company will announce the results once they are certified.
Both the company and the kibbutz approved of electing Kaplan, current chairman of U.S decking manufacturer Trex as an independent board member.
Kaplan, who stepped down as Trex CEO this spring after seven years, is credited with turning that company from a likely bankruptcy candidate in the midst of the Great Recession to strong profitability today.
“I would like to sit on a board,” Kaplan said in an interview earlier this year with Barron’s. “I’ve got experience both in corporate finance and corporate operations. I’ve done it both domestically and internationally. I’ve got a hell of a resume at this point in my life.”
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