Phil Falcone Hangs Onto HC2 Board Seat in Activist Battle

Phil Falcone (Christopher Goodney/Bloomberg)

Embattled former billionaire Phil Falcone has managed to hold onto his board seat at HC2 Holdings, the struggling company he built and runs.

In a settlement announced Thursday, Falcone fended off first- time activist Michael Gorzynski, who had waged a bitter proxy battle over control of the company.

“An amazing exhibition of Falcone survival skills (luck?)” is how Gary Lutin, chairman of the Shareholder Forum and Falcone critic, described the outcome in an email.

Gorzynski, the founder of MG Capital, had launched his proxy campaign in January and wanted to replace HC2’s entire six- person board of directors, including Falcone. He had won support from three proxy advisors in his effort. Both Institutional Shareholders Service and Glass Lewis also questioned Falcone’s suitability to serve as HC2’s CEO.

In the end, the activist walked away with only two board seats, along with two new directors appointed by HC2.

Investors’ disappointment in the outcome was clear. The stock fell more than 20 percent Thursday on the news, closing at $2.40 per share.

In recent months, Falcone had taken measures to bolster his chances by agreeing to separate the roles of chairman and CEO. HC2 nominated Lancer Capital’s Avram Glazer, former CEO of Zapata Corporation, to become the new chairman, while Falcone would remain CEO.

Glazer also took a 5.3 percent stake in HC2.

At the request of another prominent shareholder, Julian Singer, who recently filed a 13-D announcing a 6.4 percent stake, Falcone later added two more new board members to its proposed slate, including independent consultant Shelly Lombard.

Under the settlement, both Glazer and Lombard will join the board, along with Gorzynski, who had previously been a Third Point analyst, and Kenneth Courtis, a former Goldman Sachs banker, from the MG Capital side.

The board will immediately grow to ten members. But three of the current directors – Robert Leffler, Lee Hillman, and Julie Totman Springer – announced that they will not stand for re- election at the annual meeting, which is slated for July 8.

After that time the board will be composed of seven people, four of them new.

The company’s slate will include current board members Falcone, Wayne Barr Jr., and Warren Gfeller.

“Ken and I want to thank the board for carrying out HC2’s director refreshment process in a thoughtful manner,” Gorzynski said in a joint statement with HC2. “We no longer view ourselves as MG Capital nominees, but rather HC2 directors firmly committed to advocating for stockholders’ best interests in the boardroom.”

In his quest to take over the board and the company, Gorzynski had criticized Falcone’s compensation, the company’s huge debt load, poor stock performance, and questionable dealings that the activist argued had brought the company to the brink of bankruptcy.

But the Covid-19 pandemic has made shareholder activism a difficult pursuit.

Instead of waiting for the annual shareholder meeting — where people must attend in person for their votes to be counted — Gorzynski had turned to a consent solicitation process. That was cumbersome, as shareholders had to mail in their ballots, with a May 12 deadline. The votes were still being counted when the settlement was struck, according to an individual familiar with the process.

Falcone was not quoted in the press statement and did not return a request for comment in time for publication.

© 2020 Institutional Investor LLC.