Thursday, May 17, 2012

CP’s Green, five directors step down from Board

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In a sweeping move, Canadian Pacific early Thursday announced not only the departure of President and CEO Fred Green—a move widely expected—but also the declaration of six existing directors not to stand for re-election. Green's departure was effective "immediately"; he also will not stand for re-election as a director.

"The Board wishes to thank Fred for his dedicated years of service," said John Cleghorn, chairman of the Board, in a brief statement.

Along with Green, John Cleghorn, Tim Faithfull, Edmond Harris, Michael Phelps, and Roger Phillips said they would not stand for re-election. This decision was made after taking into account the views expressed by shareholders about the desire for changes to the Board of Directors.

The moves clears what few obstacles seemingly remained for Pershing Square Capital Management to advance seven of its director nominees to the Board of Directors, which totals 16 positions overall. New York-based Pershing Square and its CEO, William Ackman, have said CP has not been well-managed under Green’s leadership. The hedge fund had acquired 14% of CP stock, adding to its overall stake last October, in anticipation of replacing many board members, as now appears certain.

"Once Pershing Square nominates all seven of its director nominees, there will be only sixteen candidates for the sixteen available positions on the Board," CP said. "Accordingly, it is expected that the Board will be comprised of the following individuals immediately following the annual meeting: William Ackman, Gary Colter, Richard George, Paul Haggis, Paul Hilal, Krystyna Hoeg, Tony Ingram, Richard Kelly, Rebecca MacDonald, The Hon. John Manley, Anthony Melman, Linda Morgan, Madeleine Paquin, David Raisbeck, Hartley Richardson, and Stephen Tobias."

As recently as last month, CP had mounted a spirited defense of its performance, dismissing Ackman's charges and accusing ccusing Pershing Square of “misleading and inaccurate statements.”