Real estate analytics firm CoreLogic (CLGX) and its largest independent shareholder, Highfields Capital Management, ended an ongoing disagreement over board of governor appointments by agreeing to three independent directors and announcing the future retirement of the board chairman.
D. Van Skilling will retire after 16 years of service by stepping down as chairman by the end of 2013. He will fully retire from the board at the company’s 2014 annual meeting, CoreLogic said in a regulatory filing.
Stockholders of record will be able to vote on the changes at the annual meeting on July 26.
Under the deal, Highfields Capital will withdraw its nominees to the company’s board and vote in favor of all the candidate nominees selected by CoreLogic.
Highfields, which owns more than 7% of the firm, also agreed to not purchase CoreLogic securities in any amount that would exceed 10% of the company’s outstanding common shares.
The investment firm also agreed that it would not propose a sale or reorganization of the company or solicit proxies or consents involving the firm.
Both parties also agreed “to refrain from making statements that disparage or adversely reflect upon the other parties.”
CoreLogic agreed to nominate three, independent directors: Douglas C. Curling, John C. Dorman and Jaynie Miller Studenmund. The directors all have experience either leading or advising firms. Curling is currently principal and managing director of family-run investment business New Kent Capital LLC.
Dorman is chairman of the board of Online Resources Corp., a company that provides online financial services.
Studenmund, meanwhile, has more than 30 years in executive management and operational experience in financial services and internet companies. Studenmund served Overture Services from 2001 to 2004 as chief operating officer and was president and COO of PayMyBills.com from 2000 to 2001.
“We applaud the CoreLogic board for conducting a comprehensive search and accepting shareholder input to find candidates with relevant business experience,” said Jonathon Jacobson, CEO and chief investment officer of Highfields Capital.
“Furthermore, we are pleased that the board has taken steps to ensure that a truly independent majority will be able to hold management accountable for performance and work with management to drive transformative change for the benefit of all shareholders.”
The board also named Thomas O’Brien, who has been a board director since 2008, to serve as chairman of the nominating and corporate governance committee.
Highfields Capital is an $11 billion investment firm, according to SEC filings. It manages private investment funds for pensions, private investors and institutional investors.