ASADENA, Calif.--(BUSINESS WIRE)--Ameron International Corporation (NYSE: AMN) (the "Company") today
announced that it has received a notice from Barington Capital Group,
L.P. ("Barington"), an investment firm based in New York, indicating
that it is seeking to nominate two individuals, James A. Mitarotonda and
Joseph R. Wright Jr., for election to the Company's Board of Directors
(the "Board") at the Company's 2010 annual meeting of stockholders (the
"Annual Meeting"). The Company also announced that it will postpone its
Annual Meeting, originally scheduled to be held on Wednesday, March 24,
2010, at 10:00 a.m. local time, to Wednesday, March 31, 2010, at 10:00
a.m. local time. The record date for stockholders entitled to vote at
the Annual Meeting remains the same, February 9, 2010.
The Company's Board has been undergoing a thorough review process for
additional qualified candidates to join the Board. As part of this
process, the Board appointed a Search Committee of independent directors
to conduct the review process. Although the Company is still determining
whether Barington’s notice is adequate to allow Barington to nominate
its candidates, members of the Search Committee met with Barington’s
proposed nominees to discuss their credentials alongside the other
candidates it was considering.
Following these meetings, the Search Committee and the Nominating and
Corporate Governance Committee, along with the entire Board,
thoughtfully and carefully analyzed the candidates and concluded that it
was in the best interests of the Company and its stockholders to
nominate J. Michael Hagan and Barry L. Williams to the Board at the
Annual Meeting.
J. Michael Hagan. Mr. Hagan retired as the Chairman, President
and Chief Executive Officer of Furon Company, a NYSE listed manufacturer
of polymer components, which was acquired by Compagnie de Saint-Gobain,
a publicly held French corporation. Mr. Hagan is currently a Director of
PIMCO Funds, an investment management services company, and a director
of Fleetwood Enterprises, which manufactured recreational vehicles and
produced manufactured housing. Mr. Hagan is involved in numerous
charitable organizations, including the Mission San Juan Capistrano
Foundation, a charity dedicated to preserving the historic San Juan
Capistrano Mission in Orange County, California, and Taller San Jose, an
educational and anti-poverty organization.
Barry L. Williams. Mr. Williams is President of Williams Pacific
Ventures, Inc., a business investment and consulting firm, and has held
that position since 1987. He also served as interim President and Chief
Executive Officer of the American Management Association, a management
development organization, from November 2000 to June 2001. Mr. Williams
is a director of PG&E Corporation, CH2M Hill Companies, Ltd., The
Northwestern Mutual Life Insurance Company, The Simpson Manufacturing
Company Inc. and SLM Corporation. Mr. Williams began his career as a
business consultant with McKinsey & Co. in 1971 and joined Bechtel Group
in 1979, where he served in various management positions. In 1988, Mr.
Williams became the President & CEO of C. N. Flagg Power Inc., a
construction services company, which was sold in 1992. Mr. Williams has
undergraduate, masters in business administration and juris doctorate
degrees from Harvard University, and previously served as an Adjunct
Lecturer in Entrepreneurship at the Haas School of Business, at the
University of California, Berkeley.
About Ameron International Corporation
The Company is a multinational manufacturer of highly-engineered
products and materials for the chemical, industrial, energy,
transportation and infrastructure markets. Traded on the New York Stock
Exchange (AMN), the Company is a leading producer of water transmission
lines and fabricated steel products, such as wind towers;
fiberglass-composite pipe for transporting oil, chemicals and corrosive
fluids and specialized materials and products used in infrastructure
projects. The Company's businesses operate in North America, South
America, Europe and Asia. It also participates in several joint-venture
companies in the U.S. and the Middle East.
Important Information
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from its stockholders in
connection with the Annual Meeting. The Company will be filing a proxy
statement and accompanying proxy card shortly, which will be used to
solicit votes in favor of, among other things, its director nominees. Stockholders
are strongly advised to read the proxy statement when it becomes
available, as it will contain important information, including
information regarding any interests of the directors and executive
officers in the proposals that are the subject of the Annual Meeting.
Stockholders will be able to obtain this proxy statement, any
amendments or supplements to the proxy statement and other documents
filed by the Company with the Securities and Exchange Commission for
free at the Internet website maintained by the Securities and Exchange
Commission at www.sec.gov.
Copies of the proxy statement and any amendments and supplements to the
proxy statement will also be available for free at the Company's
Internet website at www.ameron.com
or by writing to Ameron International Corporation, 245 South Los Robles
Avenue, Pasadena, CA 91101.
Forward Looking Statements
Forward-looking statements in this press release speak only as of the
date of this press release. The Company does not undertake any
obligation to update or release any revisions to any forward-looking
statement or to report any events or circumstances after the date of
this press release or to reflect the occurrence of unanticipated events,
except as required by law.