SIKA’s Board Says No to Proposed Agenda Changes at Extraordinary Meeting

Sika chairman Paul Hälg speaks during the company’s annual general meeting in mid-April.

Sika chairman Paul Hälg speaks during the company’s annual general meeting in mid-April.

Swiss specialty chemical company SIKA AG’s board has denied Schenker-Winkler Holding (SWH) request to revise the agenda for the July 24, 2015 extraordinary general meeting.

“In view of the resolutions of the annual general meeting of April 14, 2015, SWH’s requests to change its proposals cannot have an impact on the agenda,” according to a SIKA statement.

SWH had requested to revise the agenda so that only “the removal of the independent board member Daniel Sauter” would be considered. Its original proposal from the annual general meeting included considering the removal “from office of Monika Ribar and Paul Hälg (SIKA chairman)” from the board, in addition to Sauter, and “the election of Max Roesle (as SIKA chairman).”

All three executives will be up for removal consideration at the extraordinary general meeting, according to SIKA. Roesle will also be considered for the chairman post if Hälg is removed.

The shareholders will also consider the approval of the compensation payment for the board for the current year and up to the next annual general meeting.

“The majority of the board of directors is proposing that the proposals to remove directors Ribar, Hälg and Sauter from office and elect Roesle—as well as any proposals that SWH might table at the extraordinary general meeting—be rejected,” according to SIKA’s statement. “Furthermore, the majority of the board of directors is proposing that the agenda item regarding compensation be approved.”

The extraordinary general meeting of SIKA’s shareholders will be held in Waldmannhalle in Barr, Switzerland, at 10:30 a.m. (Central European Summer Time) on July 24, 2015.

The Swiss company’s management and several board members remain in a standoff with Burkard family-owned SWH over the potential sale of SWH to French conglomerate Saint-Gobain.

SWH controls 16.1 percent of SIKA’s capital with 52.4 percent in voting rights. The wording of the opt-out cause means Saint-Gobain does not have to reimburse or buy the remaining shares to gain a controlling voting interest in SIKA.

SIKA’s annual general meeting turned in mid-April turned into a seven-hour long debate.

SIKA’s board of directors restricted the voting rights of SWH at the meeting to 5 percent for all registered shares “to the extent that such a restriction is necessary to prevent an early change of control to Saint-Gobain,” according to SIKA’s statement.

There has been no word that the board will attempt to restrict SWH’s voting rights for the extraordinary meeting.

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