Source: Shamrock Activist Value Fund, L.P.; Staff reports

After a preliminary announcement following Texas Industries' Oct. 22 annual shareholders meeting, it was verified that Shamrock Activist Value Fund (SAVF) officials were successful in getting its three board nominees elected to the board of directors and corporate governance proposals approved.

The Shamrock-backed directors were elected by a 4-to-1 margin and will replace three incumbents that TXI’s nine-member board had backed for reelection. Shamrock’s proposals call upon the board to declassify and change from a staggered director election cycle--whereby three nominees (new or incumbent) are elected annually to three-year terms--to one where all directors are elected annually. Roughly 90 percent of the 22.46 million shares voted in favor of these proposals, whose "requesting the board" wording indicates they are non-binding.

"We believe these results send a positive message that TXI shareholders expect directors to be responsive and accountable," said Dennis Johnson, managing director for SAVF investment advisor Shamrock Capital Advisors and one of SAVF’s newly elected TXI board members. “We are committed to fulfilling the mandate given by shareholders by working with management and our fellow directors to improve TXI's operations and implementing these and other appropriate corporate governance improvements."

During the past year, SAVF has acquired TXI shares amounting to a 10.2 percent company stake. Since August, the firm has waged a campaign calling for election of the opposition director slate and criticizing the board’s timing of $750 million in investments to upgrade Texas and California cement mills.