Rural/Metro Corp. and its largest stockholder have agreed to settle a proposed election contest during the company’s upcoming annual stockholders meeting.
“The issues are completed and we’re very pleased to have reached a settlement,” said Liz Merritt, Rural/Metro’s corporate spokeswoman. “This certainly will allow the company to return to concentrating solely on running our business and returning value to the stockholders.”
The settlement with Accipiter Capital Management involves giving the stockholder representation on the company’s board of directors, and allowing stockholders to call emergency stockholder meetings.
Accipiter has been unsatisfied with the value of Rural/Metro’s stock.
The annual stockholders meeting has been moved from Feb. 28 to March 27, and at the meeting several items involved in the settlement will be considered by stockholders.
As part of the settlement, the size of the company’s board will be increased temporarily from seven to nine members, and two new members will be added.
Eugene Davis, an Accipiter nominee approved by Rural/Metro, will be appointed a class III director, and Christopher Shackelton, a Rural/Metro nominee approved by Accipiter, will be appointed a class II director.
Shackelton is a managing partner of Coliseum Capital management, LLC, a large stockholder of the company.
Accipiter has withdrawn its letter nominating Davis, Earl Holland and Mohsin Meghji for election as directors at the annual meeting.
The slate of nominees for election to three-year terms as class I directors will include current board members Jack Brucker, also the company’s president and CEO, and Conrad A. Conrad . Also, Earl Holland, an Accipiter nominee approved by Rural/Metro, would replace Mary Anne Carpenter, who will retire effective March 27.
Cor Clement will continue serving as board chairman through June 30 when he will retire.
Also, Louis Jekel will retire from the board when his term expires at next year’s annual stockholders’ meeting.
At that time, the size of the board will be back to seven members.