Williams Names 2 New Board Members, Activist Investor Meister Drops Proxy Fight

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Williams Companies Inc. (NYSE: WMB) on Monday announced the appointments of two new members to the company’s board of directors. That makes a total of five new directors on the Williams board since six board members resigned following a failed attempt to oust CEO Alan Armstrong, and ends the threat of a proxy fight at the coming annual stockholders’ meeting.

But activist investor Keith Meister and his Corvex Management apparently have succeeded in making significant changes to the Williams board. Earlier this month Meister sent a letter to three new appointments to the board encouraging them to be more open to offers of a merger. The letter followed an announcement from Enterprise Products Partners L.P. (NYSE: EPD) that it had broken off talks with Williams about a possible merger saying that Enterprise saw “no actionable path forward.”

Armstrong wants Williams to remain an independent company, and Meister wants the company seriously to consider any buyout or takeover offers. The two independent directors whose appointments were announced Monday morning may be evidence that Meister’s letter had its intended effect.

In a press release, Meister said:

I commend the three new Directors – Steve Bergstom, Bill Spence and Scott Sheffield – for taking a leadership role in discussions with Corvex which resulted in the announced plan to enhance the Board’s composition. I believe the changes to the Board announced today, ensuring most importantly that seven of eleven members of the Board will be newly added, through the appointment today of two new directors and the addition of two additional world class directors by November 23rd, will put the Company in the best position to ensure a renewed focus on shareholder interests and the enhancement of shareholder value. Corvex looks forward to working with the newly-constituted Board to unlock the significant value inherent in the Company.

With the promised addition of two more board members, the Williams board will have seven independent directors of a total of 11, including Armstrong. Board Chair Dr. Kathleen B. Cooper said of Monday’s announcement:

Williams is committed to maintaining a world-class Board of Directors. In less than two months, the Board has already appointed five new independent directors, and has set the goal of adding two additional directors. Our Nominating and Governance Committee will immediately work to identify two Board candidates who will add valuable and independent perspective. … Williams is making good progress executing our strategy to connect the best natural gas supplies to the best markets. The entire Williams Board of Directors is committed to taking decisive action to create sustainable stockholder value and position Williams for continued success.

There remains a substantial difference between “unlocking” shareholder value and creating “sustainable” shareholder value, but for now Corvex has withdrawn its proposed proxy contest at the company’s annual meeting currently scheduled for November 23.

Williams stock traded up about 2.3% Monday morning, at $31.05 in a 52-week range of $10.22 to $44.51. The stock’s consensus 12-month price target is $30.00.