Aerojet Rocketdyne [AJRD] President and CEO Eileen Drake won her bitterly contested proxy battle with the company’s dissident executive chairman, Warren Lichtenstein, after shareholders on Thursday voted in favor of Drake and all of her nominees to sit on the board of directors.
Drake and her faction enjoyed the support of the two leading independent proxy advisers who recommended to institutional investors before the June 30 special meeting of shareholders that they vote for the Drake slate to be directors.
A statement released by Drake and her slate of nominees said that based on preliminary voting results they received more than 75 percent of the votes cast, with Drake receiving more than 83 percent, the most of any individual director. The vote must still be certified by a third party vendor approved by both factions.
In addition to herself, Drake’s slate also included incumbent directors Kevin Chilton and Lance Lord, both of whom are retired Air Force generals, and Thomas Corcoran. The new directors voted in are Gail Baker, a former head of the $11 billion commercial and military aftermarket business of Collins Aerospace, which is now part of Raytheon Technologies
[RTX], Marion Blakey, a former head of Rolls-Royce’s North American business, the Aerospace Industries Association, and the Federal Aviation Administration, retired Marine Maj. Gen. Charles Bolden, who also led NASA, and Deborah Lee James, a former Air Force secretary and executive at Science Applications International Corp. [SAIC].
Ousted from the board are Lichtenstein and Martin Turchin, both of whom were elected in 2008. Current board members Audrey McNiff and James Henderson, both aligned with Lichtenstein, did not run for re-election.
“The new board consists of highly qualified and experienced directors with track records of creating tremendous shareholder value,” Drake said in a statement. “Throughout this process, we have had the privilege to speak directly with our shareholders to discuss Aerojet Rocketdyne’s strategy and performance, and we welcome the opportunity for continued shareholder engagement. We are pleased that our shareholders recognized the independent slate’s value creation strategy. We believe Aerojet Rocketdyne has substantial momentum and upside, and we look forward to putting this proxy fight behind us so we can continue to focus on creating value for our shareholders.”
In addition to himself and Turchin, Lichtenstein’s slate included Mark Tucker, a former Aerojet chief operating officer who was also his candidate to be CEO, Tina Jonas, Joanne Maguire, Aimee Nelson, Heidi Wood, and retired Navy Vice Adm. Mathias Winter.
Lichtenstein in his proxy battle said that Drake failed to strategize for Aerojet’s future if a deal announced in 2021 to be acquired by Lockheed Martin [LMT] fell through. The U.S. government blocked the acquisition early in 2022. He has also pointed to lower free cash flow from the company and that its business units have been under-performing.
Drake, during the battle, pointed to the company’s growing sales and adjusted per share earnings since she took the helm of the company in 2015. The company in July is expected to report second quarter financial results for 2022.
Steel Partners [SPLP], a holding company led by Lichtenstein, owns about 5.6 percent of Aerojet’s stock.