TXCO Resources Inc. and Third Point LLC have reached a settlement agreement in a lawsuit pending in the Delaware Court of Chancery and a related proxy contest in which Third Point sought to seat three directors on TXCO's Board of Directors.
As part of the settlement, TXCO has agreed to appoint two of Third Point's director nominees – Jacob Roorda and Anthony Tripodo -- to the Company's Board, effective immediately. They will replace current directors James L. Hewitt, J. Michael Muckleroy and Robert L. Foree, Jr., who have agreed to step down. Concurrently, Muckleroy has been re-appointed by TXCO's Board as a Class B director to fill the vacancy created by Hewitt's resignation.
Roorda and Tripodo will be among the three Company-nominated Class A directors who will stand for re-election for three-year terms at TXCO's upcoming annual meeting, according to the agreement. Current director Dennis B. Fitzpatrick also will stand for re-election as a Class A director.
Also as part of the settlement, Third Point has agreed to dismiss its lawsuit seeking to nullify the Company's January 2008 appointment of Hewitt to TXCO's Board.
"We believe this settlement agreement is in the best interest of all of our stockholders," said TXCO Chief Executive Officer James E. Sigmon. "Third Point's two representatives will bring many years of valuable experience in the exploration and production and oilfield services businesses to our Board. Our goal is to build stockholder value, and we look forward to working with them collaboratively to achieve that goal," he said.
Daniel Loeb, Third Point's Chief Executive Officer, added, "We are pleased to have resolved our differences with TXCO amicably. We look forward to working together constructively towards our shared objective of enhancing value for all TXCO stockholders."
Roorda is President of Harvest Energy Trust, a Calgary-based oil and gas exploration and production trust. Tripodo is Executive Vice President and Chief Financial Officer of Tesco Corp., a Houston-based oilfield services technology company.
In connection with the settlement agreement, TXCO will be filing an amended Proxy Statement with the U.S. Securities and Exchange Commission listing the new slate of Company-nominated director candidates along with certain other items that require stockholder approval. TXCO stockholders will be asked to vote on these matters at the Company's annual meeting.
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