In addition, the company also agreed to form a newly-created committee of the board, to be made up of four individuals, including Burandt and Hodges. The committee will advise the board with respect to operations of, and investments and capital spending in, the company's business.
In connection with the nominations, Starboard, which beneficially owns approximately 9.7% of the outstanding shares of Wausau's common stock, has agreed to vote all of its shares in favor of each of the board's nominees at the 2012 annual meeting. A total of four director nominees will stand for election at the 2012 Annual Meeting, including the two Starboard recommended candidates. If all nominees are elected, the Wausau board will be expanded to eight directors—six independent directors, Thomas J. Howatt (non-executive chairman of the board), and Henry C. Newell (Wausau's president and CEO). The board is currently comprised of six members.
The complete agreement between Wausau and Starboard will be included as an exhibit to the company's Current Report on Form 8-K that will be filed with the Securities and Exchange Commission.
Wausau Paper produces and markets a complete line of away-from-home (AFH) towel and tissue products as well as specialty papers for industrial, commercial, and consumer end markets.
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