NEW YORK—Barington Capital Group L.P. has filed a proxy statement with the U.S. Securities and Exchange Commission, making its nominations to the board of Omnova Solutions Inc. official.
Omnova's website lists eight directors, three of whom have terms expiring in 2015—including Kevin M. McMullen, chairman, CEO and president of Omnova. Larry B. Porcellato and Robert A. Stefanko also have terms expiring in 2015.
The full proxy statement can be found here.
In December, the New York-based investment firm had revealed its intent to nominate three executives to the board at the 2015 Annual Shareholders meeting. Omnova has not released a date for the meeting, but earlier a spokeswoman said it was scheduled for mid-March.
Barington's nominations are: Joseph Gingo, former chairman, president and CEO of A. Schulman Inc., an international supplier of plastic compounds and resins in Akron; James Mitarotonda, Barington chairman, president, CEO and co-founder; and Javier Perez, a former partner at McKinsey & Company, a management consulting firm.
The investment firm said in its filing it owns about 1,042,664 shares of Omnova common stock, representing more than 2.2 percent, which it began purchasing in May 2014.
Mitarotonda wrote to Omnova in December, criticizing the firm's performance during McMullen's tenure as CEO, which began in 2000. McMullen has served as chairman of Omnova's board since 2001, according to Omnova's website.
One of many proposals in the letter was Mitarotonda's recommendation for Omnova to bring in an independent chairman, separating the chairman/CEO role from McMullen.
Barington's proxy outlines three proposals. In addition to recommending that shareholders approve its three nominations, the investment group recommends shareholders approve the appointment of Ernst & Young L.L.P. as the company's independent registered public accounting firm and against a non-binding resolution concerning the compensation of Omnova's executive officers.
Omnova's compensation packages for executive officers were another point of criticism in Mitarotonda's letter, which also recommended the divestiture of Omnova's Engineered Surfaces business segment.
According to Barington's website, the investment firm invests in undervalued publicly traded firms that it believes could appreciate significantly in value as a result of a change in corporate strategy.
Omnova, headquartered in Beachwood, Ohio, produces emulsion polymers, specialty chemicals, and decorative and functional surfaces for a variety of commercial, industrial and residential end uses.