Gamco Withdraws Proxy Access Nominee at National Fuel Gas

Bloomberg BNA’s Corporate Law & Accountability Report is available on the Corporate Law Resource Center. This news service keeps corporate practitioners informed of legal developments of...

By Michael Greene

Nov. 28 — Gamco Asset Management Inc. abandoned its effort to use proxy access to nominate a director at National Fuel Gas Co. (NFG).

The announcement by the Rye, N.Y.-based asset manager ends the first attempt by any investor to utilize proxy access for gaining a board seat. The mechanism allows shareholders to nominate their board candidates on corporate ballots.

Earlier this month Gamco, which owns a 7.8 percent stake in NFG, nominated former Goldman Sachs partner Lance Bakrow as a proxy access candidate to the Williamsville, N.Y.-based natural gas company’s nine-member board.

Bakrow decided to withdraw his nomination, Gamco said in a Nov. 28 filing with the Securities and Exchange Commission.

A Gamco representative didn’t immediately return a request for comment.

Not Eligible?

NFG in March adopted a proxy access bylaw that allows shareholders who have held at least 3 percent of its shares for three years or longer to nominate up to 20 percent of the board. The company Nov. 23 challenged Bakrow’s nomination, arguing that Gamco wasn’t eligible to use the process because the investor has long advocated a desire to split up the company and its stance hasn’t changed.

NFG Director of Corporate Communications Karen Merkel told Bloomberg BNA in a Nov. 28 e-mail that the company’s proxy access procedures are “limited for use by an investor who wants to nominate a board candidate but has not advocated and is not advocating to change or influence control of the Company.”

NFG’s prohibition is common in corporate proxy access bylaws. In 2015, NFG shareholders rejected a Gamco-backed proposal to spin off the company’s utility business.

To contact the reporter on this story: Michael Greene in Washington at mGreene@bna.com

To contact the editor responsible for this story: Yin Wilczek at ywilczek@bna.com

Copyright © 2016 The Bureau of National Affairs, Inc. All Rights Reserved.