Shareholders of Aerojet Rocketdyne [AJRD] on June 30 will get a chance to vote for a new slate of board of directors, a delay of nearly two months from the typical annual shareholder meeting timeframe due to an ongoing proxy battle between the company’s chief executive and executive chairman.
Shareholders will vote on three proposals, one that would remove the current eight board members, another to approve eight new members, four of which are current directors, and an adjournment proposal, which would allow the special meeting to be held at a later date in the event there aren’t enough votes for either of the first two proposals.
The special shareholder meeting was called by the Committee for Aerojet Rocketdyne Shareholders and Value Maximization, which is led by Eileen Drake, the company’s president and CEO. At least 25 percent of the shareholders agreed to the meeting date, the threshold required in the company’s bylaws to permit the meeting to take place.
The committee recommends shareholders vote for all three proposals. The eight members of the committee are also the candidates for the board.
The proposed candidates for the board, include Drake and three other existing board members aligned with her. They are retired Air Force Generals Kevin Chilton and Lance Lord, and Thomas Corcoran, a former aerospace and defense executive who runs his own management consulting company.
The four potential new directors affiliated with Drake include Marion Blakey, a former commissioner of the Federal Aviation Administration, former Air Force Secretary Deborah Lee James, retired Marine Corps Maj. Gen. Charles Bolden who also served as NASA administrator, and Gail Baker, a former executive at Collins Aerospace, which is now part of Raytheon Technologies [RTX].
Warren Lichtenstein, executive chairman of Aerojet Rocketdyne, has nominated his own slate of seven candidates, none of which are up for election under the Drake proposal. Lichtenstein’s slate includes himself, three additional current members, James Henderson, Audrey McNiff, and Martin Turchin.
Lichtenstein is also proposing Heidi Wood, Aimee Nelson and Joanne Maguire for the board.
The past few years Aerojet Rocketdyne’s annual shareholder meeting has been held in the first half of May but the battle between Drake and Lichtenstein had delayed the date. Drake’s committee filed the meeting date with the Securities and Exchange Commission on May 31 and the proxy statement was published on Wednesday.
In May, Aerojet Rocketdyne filed a regulatory notice with the SEC containing the results of an investigation by a portion of the company’s board into allegations by Drake of various attempts by Lichtenstein to oust her and get Leidos [LDOS] to acquire the company even though Lockheed Martin [LMT] was in an agreement to acquire the rocket manufacturer. Lockheed Martin’s bid was ultimately rejected by federal regulators.
Lichtenstein’s investment firm, Steel Partners [SPLP], owns 5.5 percent of Aerojet Rocketdyne.