Proxy Fight Over As CA, Ranger Call Five-Year Truce
"[Not having any other interference from an outside group trying to unseat management can only be good news for customers, employees and partners of CA," said Javed Matin, CEO of Myriad Solutions, a solution provider based in Silver Spring, Md.
CA last week said it would pay $10 million in exchange for entrepreneur and Ranger Governance founder Sam Wyly's agreement that Ranger Governance would not launch another proxy contest for five years. In addition, Wyly agreed to extend a noncompete agreement implemented after he sold Sterling Software to CA in April 2000.
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Ranger Governance's Sam Wyly has spent $14M so far in proxy battle with CA.
CA also pledged to grow its board to 12 members through the election of an additional independent director.
Both sides said the new director would not likely come from the Ranger Governance slate of nominees.
One solution provider likened the agreement to a pragmatic lawsuit settlement. "It doesn't matter if the suit has merit, it just matters that you find a way to move on, so CA took the high road," said Bob Foley, president of ConTech, a solution provider based in Indianapolis.
Stephen Perkins, president of Dallas-based Ranger Governance and one of its CA board nominees, said face-to-face meetings and CA's recent addition of four new independent directors showed that the companies share similar views on corporate governance issues.
"What changed was we finally had a meaningful dialogue, and by doing that we were able to establish that we had some common goals and objectives," Perkins said.
Ranger Governance in June announced plans to nominate five directors to CA's board in a proxy contest that would have been decided at CA's annual shareholders meeting, scheduled for Aug. 28.
A CA spokesman said the company spent $12 million last summer fighting Wyly's first attempt to gain seats on the board. Wyly has spent $14 million to date, including the latest battle for seats, Perkins said.
Shares of CA have lost about half their value since Ranger Governance announced plans for the proxy fight last month.