Activist investor Robert Robotti has nominated himself and another two candidates for Tidewater’s board in a new push for a governance change at the offshore support vessel company.
Robotti, who commands around 7% of Tidewater’s stock, sent a letter to the company nominating himself, James O’Leary, and Alice Gran to the board at the upcoming June 8 annual meeting.
O’Leary is a director at building materials supplier Builders FirstSource and a former CEO of WireCoWorldGroup, a manufacturer of steel and synthetic rope and electromechanical cable. Gran is a lawyer with extensive experience in the offshore industry.
The activist suggested he would prefer to have the three candidates included on management’s slate but filed the notice expecting contested elections.
“Our intention is to work with the corporation in a constructive manner to bring new director candidates with significant long-term owner/investor perspectives to Tidewater’s boardroom,” the Tuesday letter reads.
In a statement, the company said the board’s nominating and corporate governance committee would review and consider the activist’s nominations.
Robotti is a top-10 shareholder in Seacor Holdings and holds a sizable stake in Seacor Marine, a direct competitor of Tidewater, raising worries about his independence. One of the activist’s candidates, Gran, worked at Seacor Holdings for more than a decade, holding several key roles including general counsel.
In its statement, Tidewater called the relationships between Seacor and the dissident nominees a “conflict of interest” and “a serious concern.”
Robotti’s push for three seats comes about nine months after he called for the replacement of two board members with “shareholder approved directors.” The activist said last June that such a board refreshment would mitigate the risk of directors using a poison pill adopted shortly before to block a potential merger, a desire of the dissident.
In late 2019, Tidewater reduced the size of its board from 10 to six. Robotti had urged Tidewater to seek strategic partners and slim down its governing structure, though the company was already taking action to make such changes. Tidewater announced the resignations of former chairman Thomas Bates and director Steven Newman took effect days before Robotti’s public statement. In a separate filing following Tidewater’s changes, Robotti applauded the move.
The company now has seven board members, including activist investor Ken Traub. Traub, a former managing partner at Raging Capital Management, was a director nominee for the likes of Starboard Value and Baker Street Capital Management over the years.
Shares in Tidewater lost 7% on Tuesday and were down a further 1.5% at noon on Wednesday. However, the stock is still up 54% from a year ago.