FrontFour Expresses Serious Concerns Regarding Sensient Technologies' Director Elaine Wedral's Apparent Conflict Of Interest Believes Board Must Announce Wedral's Plans to Resign from the Board Well In Advance of the 2014 Annual Meeting
GREENWICH, Conn., April 3, 2014 /PRNewswire/ -- FrontFour Capital Group LLC, together with its affiliates ("FrontFour"), today commented on Balchem Corporation's ("Balchem") recent announcement to acquire Performance Chemicals & Ingredients Company (d/b/a SensoryEffects), a privately held supplier of customized food and beverage ingredient systems, and a direct competitor of Sensient Technologies Corporation (the "Company" or "Sensient"). Specifically, FrontFour noted that newly appointed lead independent director of Sensient, Dr. Elaine R. Wedral, who currently serves on the board of directors of Balchem, has an inherent conflict of interest in serving on the boards of two direct competitors.
FrontFour sent a letter to the Board of Directors of Sensient (the "Board") on April 2, 2014, requesting the Board to promptly inform all Sensient shareholders, well in advance of the Company's upcoming 2014 Annual Meeting of Shareholders (the "2014 Annual Meeting"), as to whether Ms. Wedral will be tendering her resignation from the Board upon the consummation of the Balchem/SensoryEffects acquisition and whether the Company will fill the vacancy so created or reduce the size of the Board.
FrontFour believes Ms. Wedral's continued service on the Board may be a violation of Section 8 of The Clayton Antitrust Act of 1914, as amended, as well as the Company's Code of Conduct. FrontFour notes that under the Company's Amended and Restated By-Laws, a shareholder is not permitted to nominate a person for election to the Board without having such person affirm in writing that he or she is not an employee, director or affiliate of any competitor of the Company and will comply with applicable law and the Company's Code of Conduct, among other things. FrontFour questions whether the Board's silence with respect to Ms. Wedral indicates that the Board is willing to set different criteria for shareholder nominations of directors than those followed by the Board.
FrontFour has nominated four (4) nominees for election to the Board at the Annual Meeting. FrontFour encourages all shareholders to vote the GREEN proxy card today to elect FrontFour's highly qualified director nominees.
Shareholders who have any questions, or require assistance with their vote, should contact FrontFour's proxy solicitor, Okapi Partners LLC, at (212) 297-0720 or (877) 566-1922, or by email at firstname.lastname@example.org. All of FrontFour's proxy materials are available at: www.okapivote.com/Sensient.
FrontFour Capital Group LLC
35 Mason Street, 4th Floor
Greenwich, CT 06830
Bruce H. Goldfarb/Charles W. Garske/Lisa Patel
Okapi Partners LLC
SOURCE FrontFour Capital Group LLC