Auto pieces maker Tenneco Inc. shuffled its board Friday in a shift that could provoke a combat with previous Icahn Enterprises government Dan Ninivaggi, who in January demanded the board make extra-sweeping improvements or possibility a proxy battle.
Dennis Letham, a twelve-12 months veteran board member, will grow to be direct director effective April one in a shift that also shifts board member committee obligations, the enterprise reported in a statement Friday. It’s the second transform to Tenneco’s board this month, next a Feb. 5 conclusion to appoint previous Normal Motors CFO Chuck Stevens as a director.
The Lake Forest, Unwell., supplier of mufflers and other automotive components described the moves as governance improvements made to boost unbiased oversight of the board.
But Ninivaggi, who utilised to run Icahn Automotive Group for billionaire Carl Icahn, has sought extra extensive structural improvements. He has urged Tenneco’s directors to sell all or component of the enterprise and use the proceeds to pay back down its $5.four billion debt load. The activist also has submitted his have slate of seven director tips, which he did not publicly determine apart from to say the group does not incorporate Stevens.
“We had been not long ago notified that they intend to contest my nomination letter,” Ninivaggi reported Friday in an job interview. “Clearly the steps they are using are becoming accomplished in reaction to my letter. They just can’t be trusted to pick out their have directors.”
A spokesman for Tenneco declined to comment.
Ninivaggi denied he is doing the job at the behest of Icahn, who owns nine.nine% of the voting shares and 20.seven million Class B non-voting shares. Icahn bought pieces maker Federal-Mogul to Tenneco in April 2018 for $5.four billion. As component of the offer, he agreed to a lockup until finally April one, all through which time he can not consider action from the board.
Icahn has the correct to receive as a lot as fifteen p.c Class A Tenneco shares within just sixty days, according to a regulatory submitting before this month.
Representatives for Icahn did not return a contact trying to find comment.
Just after twelve many years with Icahn, Ninivaggi left the billionaire’s expenditure fund final slide. He reported he owns shares in Tenneco and thinks the latest board and executives are mismanaging the enterprise, but Ninivaggi would not disclose the dimension of his stake.
When the offer with Federal Mogul was accomplished, the approach was to blend the two businesses to acquire dimension and scale in their powertrain models and independently in DRiV, its company that sells substitute components such as shocks, struts, brake and emissions pieces. The merger was envisioned to unlock benefit by using actions this sort of as a spin-off of DRiV.
That hasn’t occurred, and Ninivaggi complained in his January letter that administration really should be extra very clear about what they approach to do to develop benefit.
With his slate having been turned down by the board, Ninivaggi reported he will likely conclude up in a lawful battle to get his director tips place to a shareholder vote.
“Some of the moves they have taken are positive, like placing Chuck on the board. But they really should incorporate my enter as an alternative of fighting it. So far, they are fighting it.”