Convergys, a provider of relationship management, announced that it has reached an agreement with its largest shareholder, Jana Partners, to expand the company's Board to 14 directors with three new directors, one of whom is affiliated with Jana.
Jana owns approximately 14 percent of the company's outstanding shares.
Pursuant to the agreement, Jana Managing Partner Barry Rosenstein and Technology Value Investors CEO and former Alltel COO Jeffrey H. Fox have joined the Board immediately, and one new independent director, mutually agreed upon by Convergys and Jana, will join the Board as soon as practicable. As part of the agreement, Jana has agreed to abide by certain standstill provisions through six months after the
The company has also agreed to appoint two additional independent directors in connection with the 2010 Annual Meeting if requested by Jana. In addition, pursuant to the agreement, Convergys will raise the current ownership threshold under its Shareholder Rights Plan from 15 percent to 20 percent.
"We are focused on improving the financial and operating performance of Convergys and have had productive conversations with our shareholders, including Jana, as part of these efforts," said Philip A. Odeen, Non-Executive Chairman of the Convergys Board of Directors. "The recent 'go-lives' of major outsourcing contracts, successful integration of Intervoice's capabilities into our service offering, and multiple client wins demonstrate the progress we are making. We welcome these new directors to the Board as we continue to position Convergys for market leadership and enhanced value creation."
"We all agree that there is a significant value creation opportunity at Convergys and that it is in our mutual interest to work constructively to help realize that opportunity," said Rosenstein. "We believe that all Convergys shareholders will benefit from the added experience in pursuing value-creating strategic initiatives and enhancing operational efficiency that the new board members will collectively deliver."
Rosenstein is the founder and managing partner of Jana Partners.
Fox is the former Chief Operating Officer of Alltel. Fox became a corporate officer in 1996 and served as a Group President-Information Services and Group President-Shared Services prior to becoming Chief Operating Officer in 2007. He is currently the CEO of Technology Value Investors, which provides consulting and operations support services combined with investment capital to companies in the technology and telecommunications market.