Lamb Weston settles with Jana, giving activist big voice on board
The agreement, announced on Monday, will add four of Jana's proposed director candidates to the board and two other mutually agreed-upon directors, expanding the board from 11 to 13 members.
The Jana candidates are Bradley Alford, a former Nestle USA CEO who will become chairman; Timothy McLevish, a former Lamb Weston executive chairman; food industry executive and Continental Grain adviser Ruth Kimmelshue; and Jana's portfolio manager Scott Ostfeld.
The two new mutually agreed on directors are Lawrence Kurzius and Paul Maass, who both have food industry experience as top executives.
The truce marks one of the biggest settlements in terms of directors changing over this year and comes after Jana spent more than seven months pushing management for operational and capital improvement and possibly even a sale.
Lamb Weston, based in Eagle, Idaho, with a market value of roughly $7.6 billion, supplies frozen potato products, including tater puffs and hash brown patties, to companies like McDonald's (MCD.N), opens new tab and restaurant company Yum Brands (YUM.N), opens new tab.
The company's stock price has dropped more than 35% in the last 12 months and slipped modestly to trade at $53.33 early on Monday.
Lamb Weston CEO Mike Smith, who moved into the top job late last year after a poor earnings announcement amid shrinking demand for its products, welcomed the settlement. "We are confident this outcome is in the best interests of the company and all of our shareholders," he said.
Jana had been laying the path to a bruising board fight and faced a deadline of Monday to nominate director candidates and officially launch a fight. In a survey, commissioned by Jana, roughly half of Lamb Weston's top 50 shareholders said they wanted the entire board thrown out, giving Jana ammunition to press its points.
The hedge fund, which owns roughly 7% of Lamb Weston, teamed up with Continental Grain, a privately held company that owns and operates companies in food and agribusiness, on the investment.
Jana has history with Lamb Weston. A decade ago, it pushed packaged food company Conagra Brands (CAG.N), opens new tab to divest Lamb Weston, which had been a unit since it bought the french fry maker in 1988. In 2016, Lamb Weston began trading as a public company.
Jana previously called on Frontier Communications to sell itself before Verizon Communications bought it. The firm also pushed for a sale of New Relic, which was taken private by TPG and Francisco Partners. And it pushed for a sale of Zendesk, which was taken private in 2022 by investment firms led by Hellman & Friedman and Permira.
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