BMC Software has reached an agreement with Elliott Management in connection with the Company’s 2012 Annual Meeting of Stockholders scheduled for July 25, 2012 (the “2012 Annual Meeting”).
Under the terms of the agreement, the BMC Board of Directors has increased the size of the Board to 12 directors, effective as of the 2012 Annual Meeting.
After review by BMC’s Corporate Governance & Nominating Committee, John Dillon and Jim Schaper have been added to the slate of existing BMC director candidates recommended by the BMC Board for election at the 2012 Annual Meeting.
In addition, Elliott has withdrawn its notice of nomination of all of its director candidates to the BMC Board and has agreed to vote its shares in favor of each of the BMC Board’s nominees at the 2012 Annual Meeting.
Upon the election of the revised slate, 11 of BMC’s 12 directors will be independent. Also under the terms of the agreement, upon election, Dillon will serve as a member of the Mergers and Acquisitions Committee and Schaper will serve as a member of the Compensation Committee.
Bob Beauchamp, BMC's Chairman and Chief Executive Officer, said, “BMC’s Board and senior management team remain highly committed to enhancing value for all BMC stockholders. We believe this settlement with Elliott is an excellent outcome that will serve all BMC stockholders well, and we will welcome Mr. Schaper and Mr. Dillon to our Board. We look forward to working with them to build an even stronger future for BMC.”
The settlement agreement between BMC and Elliott will be included as an exhibit to the Company's Current Report on Form 8-K to be filed with the Securities and Exchange Commission.