Appaloosa LP today issued the following statement in response to Institutional Shareholder Services Inc.s (ISS), qualified recommendation regarding Appaloosas proposal to separate Allergan Plcs Chairman and CEO roles.
Allergans Board deserves no deference as the incumbent directors have presided over a failed strategic review, a questionable business strategy and excessive compensation packages, and have exhibited a disregard for sound corporate governance practices. ISSs recommendation to forestall a separation of Allergans Chairman and CEO roles represents a misunderstanding of the reasons for the companys underperformance, is inconsistent with its support last year for a similar proposal and is baffling. Although ISSs qualified recommendation recognizes significant ˜ongoing concerns for shareholders exist, WITHOUT IMMEDIATE CHANGE TO ALLERGANS LEADERSHIP STRUCTURE, THE STATUS QUO COULD REMAIN IN PLACE FOR MANY YEARS. We urge shareholders to vote for our proposal to separate the Chairman and CEO roles to drive shareholder value.
Funds advised by Appaloosa LP (Appaloosa) have submitted to Allergan plc (Allergan) a shareholder proposal to separate the roles of Chairman and Chief Executive Officer to be considered at Allergans 2019 annual general meeting of shareholders. This communication is not a solicitation of proxies and Appaloosa is not seeking authority to vote any proxy in connection with Allergans annual general meeting. Shareholders should NOT send us any proxy card. Shareholders may vote for Appaloosas shareholder proposal by executing and returning the form of proxy card furnished by Allergan in accordance with the procedures set forth in Allergans proxy materials. Shareholders with questions may contact Okapi Partners, Appaloosas Information Agent, toll free in the U.S. and Canada at (877) 869-0171 or at +1 (212) 297-0720 outside of the U.S. or Canada.
Jonathan Gasthalter/Nathaniel Garnick