Both Leading Proxy Advisory Firms ISS and
Glass Lewis Have Now Supported Voce’s Case for Change and
Recommended to Vote on Voce’s BLUE
Card
Glass Lewis Notes FBR has Failed to
Demonstrate “Sustainable Strategic Operating Path to Enhance
Returns for Shareholders”
Recommends FBR Shareholders Vote on the
BLUE Proxy Card to Support Voce
Nominee Jarl Berntzen
Report Underscores Superior Investment
Banking Advisory, Corporate Development Operating and Board
Experience of Voce Nominee Jarl Berntzen Compared to Current Lead
Independent Director Arthur Reimers
Voce Capital Management LLC (“Voce”), which along with its
nominees owns 5.2% of FBR & Co. (Nasdaq: FBRC) (“FBR” or the
“Company”), and is the Company’s third-largest shareholder,
today announced that Glass Lewis & Co. (“Glass Lewis”), a
leading independent proxy advisory firm, recommended that FBR
shareholders vote on the BLUE
proxy card to support Voce’s independent nominee Jarl Berntzen.
Commenting on the report, Voce stated: “We are pleased by this
demonstration of support from Glass Lewis, which underscores our
analysis and belief that urgent change is needed at FBR to reverse
the track record of underperformance that has come at the expense
of all shareholders. Notably, this endorsement from Glass Lewis
follows ISS yesterday announcing support for all three of our
nominees, including Michael J. McConnell and J. Daniel Plants.”
Yesterday, Institutional Shareholder Services (ISS), the leading
independent proxy voting advisory firm, recommended that FBR
shareholders vote on the BLUE
proxy card to support all of Voce’s independent
nominees, Jarl Berntzen, Michael J. McConnell and J.
Daniel Plants.
In its report, Glass Lewis states:
“We don't believe the Company has
demonstrated that it is on a sustainable strategic operating path
to enhance returns for shareholders going forward. On the other
hand, we believe the Dissident has presented
sound suggestions that warrant the full consideration and potential
implementation by the board. Additionally, we see room for
governance improvements in terms of further board refreshment,
better alignment with outside shareholders and refinements to the
executive compensation structure. Based on these factors, we
believe the election of one of the Dissident's nominees is
warranted and likely to lead to a superior
outcome in these areas of need at the Company.”1
Glass Lewis continues:
“Ultimately, this proxy contest comes down to
which plan for the Company is more likely to maximize shareholder
value and which director nominees are best suited to oversee the
implementation of that plan. In our opinion, the Dissident has established a case that the Company's
current operating strategy is not generating sufficient returns for
shareholders. The Company appears to have somewhat of an
identity crisis...What's more clear to us is that FBR has presented little evidence, if any, that its
current strategy beyond share buybacks is working in terms
of delivering profitability or consistency or that it is likely to
cover its cost of capital or deliver enhanced returns for
shareholders.
“In our view, Voce has
presented reasoned ideas for improving the Company's operating
performance, such as realigning the business on its core
industry verticals in which it has competitive or differentiation
advantages, better matching resources with revenue opportunities,
eliminating the principal investment unit which has delivered scant
returns and more aggressively pursuing higher-margin advisory
business.”
In its report, Glass Lewis notes the Company’s underperformance,
stating:
“Even since the 2011 restructuring, the
Company has failed to perform to the level it
targeted and communicated to investors. Key metrics, such as
revenue per head, revenue growth, profit margins and return on
equity have trailed those of peers over the past four years and,
alarmingly, have deteriorated in the past 15 months...Moreover, the
Company's long-term performance during
current management's tenure as a whole has been negative and
significantly lagged peers.”
Specifically comparing the qualifications of lead director
Arthur Reimers with Voce nominee Jarl Berntzen, Glass Lewis
states:
“Notably, while Mr. Reimers has investment
banking advisory experience from his time as a partner and managing
director at Goldman Sachs, he retired over 15
years ago and has had no executive experience since…In turn,
we believe one of the Dissident's nominees, namely Mr. Berntzen, is
particularly well-suited and capable of contributing constructively
to the FBR board in an effort to address Voce's concerns at the
Company. We see that Mr. Berntzen has investment banking experience
and expertise in M&A, financial restructurings and corporate
development activities. He was vice president of M&A at Goldman
Sachs and also head of M&A at ThinkEquity, a full-service
middle market investment bank that competed directly against FBR,
experience which we believe would prove valuable in FBR's attempt
to grow a profitable advisory business. Mr. Berntzen is also head
of corporate development at Dolby Laboratories and has prior board
experience, including at the public company level. Ultimately, we
believe his investment banking advisory
experience, corporate development operating experience and board
experience are likely to contribute to the Company's efforts to
devise and implement a more optimal and sustainable strategic
operating plan.”
Voce concluded: “The fact that both leading independent proxy
advisory firms have come out in support of our case for change
sends a resounding message: the status quo
must change at FBR, and it must change now. We look forward
to continuing to make our case to shareholders in advance of the
Annual Meeting.”
1 Permission to quote from the Glass Lewis report was neither
sought nor obtained. Emphases have been added by Voce.
About Voce Capital Management LLC
Voce Capital Management LLC is a fundamental value-oriented,
research-driven investment adviser founded in 2011 by J. Daniel
Plants. The San Francisco-based firm is 100% employee-owned.
Additional Information and Where to Find It
VOCE CATALYST PARTNERS LP, VOCE CAPITAL MANAGEMENT LLC, VOCE
CAPITAL LLC, JARL BERNTZEN, MICHAEL J. MCCONNELL AND J. DANIEL
PLANTS (TOGETHER, THE “PARTICIPANTS”) HAVE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON SCHEDULE 14A ON
MAY 9, 2016 A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF
PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS’
SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF FBR & CO. (THE
“COMPANY”) FOR USE AT THE COMPANY’S 2016 ANNUAL MEETING OF
SHAREHOLDERS (THE “PROXY SOLICITATION”).
ALL SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY
SOLICITATION WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL
INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY
STATEMENT AND THE ACCOMPANYING PROXY CARD ARE AVAILABLE, ALONG WITH
OTHER RELEVANT DOCUMENTS (WHEN THEY BECOME AVAILABLE), AT NO CHARGE
ON THE SEC’S WEBSITE AT http://www.sec.gov/.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR
DIRECT AND INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN
ANNEXES I AND II TO THE DEFINITIVE PROXY STATEMENT FILED BY THE
PARTICIPANTS WITH THE SEC ON MAY 9, 2016. THIS DOCUMENT CAN BE
OBTAINED AT NO CHARGE ON THE SEC’S WEBSITE AT
http://www.sec.gov/.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160603005643/en/
Media:Sloane & CompanyDan Zacchei/Joseph Germani(212)
486-9500orInvestor:Georgeson LLCDavid S. Drake,
President(212) 440-9861
Fbr & (NASDAQ:FBRC)
Historical Stock Chart
From May 2024 to Jun 2024
Fbr & (NASDAQ:FBRC)
Historical Stock Chart
From Jun 2023 to Jun 2024