Battle over Enhabit's governance continues, consultancy partially sides with activist investor

Battle over Enhabit's governance continues, consultancy partially sides with activist investor

One of many greatest public conflicts in house well being care continued Thursday, when an outdoor consulting agency made suggestions about the way forward for the board of Enhabit Inc. (NYSE: EHAB).

AREX Capital Administration – ​​which owns 4.9% of Enhabit’s excellent widespread inventory – has been difficult Enhabit’s strategic path for greater than a 12 months. The activist investor initially pushed Enhabit to endure a strategic assessment after monetary efficiency dismal efficiency.

After that strategic assessment ended with out a sale, AREX Capital Administration turned its consideration to changing Enhabit's board, subsequently proposing seven nominees for the board.

Enhabit, alternatively, has known as on shareholders to vote for its personal nominees for the board of administrators on the annual assembly in August.

On Thursday, Institutional Shareholder Companies (ISS), an impartial proxy advisory agency, suggested shareholders to vote for 3 of AREX Capital's nominees: Anna-Gene O'Neal, Mark W. Ohlendorf and Dr. Gregory S. Sheff.

Ohlendorf is the previous CFO of Brookdale Senior Dwelling (NYSE: BKD), and O'Neal was the president of Brookdale's well being care companies division. Sheff beforehand was head of house options at Humana Inc. (NYSE: HUM).

ISS agreed with Arex Capital's assertion that Enhabit's present board wanted extra expertise in house well being and hospice care. It additionally mentioned the corporate's board wanted extra expertise in monetary reporting for publicly traded corporations.

“We’re happy {that a} main impartial proxy advisory agency has acknowledged the dearth of house well being and hospice {industry} experience on Enhabit’s board of administrators and validated our case for significant change within the boardroom by recommending that shareholders vote for Anna-Gene O’Neal, Mark W. Ohlendorf and Dr. Gregory S. Sheff on the upcoming annual assembly,” AREX Companions mentioned in an announcement. “We additionally admire that ISS has acknowledged that shareholders could want to add a direct shareholder voice to the board by voting for James T. Corcoran.”

AREX Capital urged shareholders to vote for all nominees anyway.

Enhabit, nonetheless, continued to induce shareholders to vote for its personal candidates.

Actually, ISS acknowledged that a few of AREX Capital's objections had been legitimate, whereas additionally supporting Enhabit on a few of its defences.

“The obvious wants for the board are expertise in house well being and hospice care, in addition to extra monetary experience given the corporate’s challenges with monetary reporting and investor communications,” ISS wrote. “General, we consider the addition of three dissenting nominees would create a robust contingent of recent candidates with an outdoor perspective.

Subsequent, reference was made to 2 latest and 'promising' Enhabit quarters.

“The board has been receptive to investor enter, has reached a settlement with two shareholders and added two administrators in 2023, and has performed a public sale course of as requested by the dissident,” ISS continued. “The board has additionally proven some openness to a settlement with the dissident. These components, along with the dissident’s prior intense concentrate on a sale of the corporate, counsel {that a} majority change on the board degree will not be obligatory presently, even when the addition of industry-relevant experience could also be useful.”

Enhabit has despatched supplies to shareholders explaining why the corporate believes it ought to proceed on its present course.

“Enhabit simply celebrated its two-year anniversary as a publicly traded firm following the separation from Embody Well being Company,” the corporate wrote in an announcement. “Throughout that interval, within the face of serious {industry} and company headwinds, our Board and administration staff stabilized Enhabit's operations and constructed the mandatory infrastructure to create shareholder worth as a separate publicly traded firm. We’re happy that ISS acknowledges our efficiency over the previous two quarters and agrees with the corporate that altering course now and transferring management of the Board to AREX is just not in the very best pursuits of the corporate's shareholders.”

Leave a Reply

Your email address will not be published. Required fields are marked *