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Replies to post #185 on USG Corp. (USG)
04/12/18 4:35 PM
On April 10, 2018, Gebr. Knauf filed a preliminary proxy statement and proxy card with the Commission to be used to solicit votes against USG’s four nominees for election to the Board of Directors (the “Board”) at the 2018 annual meeting of stockholders scheduled for May 9, 2018 (the “2018 Annual Meeting”). In addition, on April 10, 2018, Gebr. Knauf issued a press release containing an open letter to the stockholders of USG.
On April 12, 2018, in response to an inquiry from a Bloomberg reporter, a spokesperson for Berkshire stated “Berkshire’s present intention is to vote against the four directors proposed by management.”
05/11/18 5:48 PM
As a result of the stockholder vote on Proposal 1 at the Annual Meeting, Jose Armario, Gretchen R. Haggerty and William H. Hernandez were not duly re-elected, and pursuant to the Delaware General Corporation Law, continue to serve as holdover directors. Each of Messrs. Armario and Hernandez and Ms. Haggerty remain members of the Corporation’s Board of Directors (the "Board"), with the same rights and powers as they possessed prior to the stockholder vote. Dana S. Cho was not elected to the Board. As a result, the Board, pursuant to its authority, voted to reduce the size of the Board from ten directors to nine directors. The Board intends to continue to consider what further action, if any, might be in the best interests of stockholders as a result of the stockholder vote with respect to its director nominees. There is no specific time frame for making any further decisions regarding this matter.
