Jeffrey Smith and Starboard Value are gearing up for the proxy fight against Depomed Inc (NASDAQ:DEPO) current board. In a recent filing with the Securities and Exchange Commission, Starboard Value announced the appointment of Robert G. Savage and James L. Tyree as advisors, to help them overturn the firm’s current hierarchy. The fund holds 6.01 million shares of Depomed or 9.8% of its common stock, which gives it the right to call for a special shareholder meeting.
In the letter sent to Depomed Inc (NASDAQ:DEPO), Starboard also states its intention to invite Messrs. Savage and Tyree to join the company’s board. According to their biographies that were included in the letter, Robert Savage and James Tyree have extensive knowledge of the industry, having served on the boards of pharmaceutical giants like Pfizer Inc. (NYSE:PFE) and Bristol-Myers Squibb Co (NYSE:BMY), as well as other biotechnology companies.
Jeffrey Smith has also criticized the company’s board for using the company’s bylaws to intentionally delay the special shareholder meeting in order to “disenfranchise shareholders and further entrench itself.” Depomed Inc (NASDAQ:DEPO) develops products for the treatment of pain and other central nervous system (CNS) conditions.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| STARBOARD VALUE | 6,015,000 | 6,015,000 | 6,015,000 | 6,015,000 | 6,015,000 | 9.8% |
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | 4,636,387 | 6,015,000 | 4,636,387 | 6,015,000 | 4,636,387 | 7.6% |
| STARBOARD VALUE AND OPPORTUNITY S | 548,714 | 6,015,000 | 548,714 | 6,015,000 | 548,714 | Less than 1% |
| STARBOARD VALUE AND OPPORTUNITY C | 304,821 | 304,821 | 304,821 | Less than 1% | ||
| STARBOARD VALUE R | 304,821 | 304,821 | 304,821 | Less than 1% | ||
| STARBOARD VALUE R GP | 304,821 | 304,821 | 304,821 | Less than 1% | ||
| STARBOARD VALUE GP | 6,015,000 | 6,015,000 | 6,015,000 | 9.8% | ||
| STARBOARD PRINCIPAL CO | 6,015,000 | 6,015,000 | 6,015,000 | 9.8% | ||
| STARBOARD PRINCIPAL CO GP | 6,015,000 | 6,015,000 | 6,015,000 | 9.8% | ||
| JEFFREY C. SMITH | 16,450 | 16,450 | 6,015,000 | 9.8% | ||
| MARK R. MITCHELL | 6,015,000 | 9.8% | ||||
| PETER A. FELD | 6,015,000 | 9.8% | ||||
| GAVIN T. MOLINELLI | 16,450 | 0% | ||||
| JOHN J. DELUCCA | 0% | |||||
| JAMES P. FOGARTY | Less than 1% | |||||
| PETER A. LANKAU | 0% | |||||
| MARY K. PENDERGAST | 0% | |||||
| ROBERT G. SAVAGE | 0% | |||||
| JAMES L. TYREE | 0% |
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Page 1 of 32 – SEC Filing
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