ALLAS, Dec. 12, 2016 (GLOBE NEWSWIRE) -- CSW Industrials, Inc. (NASDAQ:CSWI), a diversified industrial growth company with well-established, scalable platforms and domain expertise across three segments: Industrial Products; Coatings, Sealants & Adhesives; and Specialty Chemicals, today announced plans to enhance its governance structure.
The Company’s Board of Directors will submit two governance enhancements for approval at the next annual stockholders meeting: a proposal to remove its currently classified board structure and transition to annual director elections, and a proposal to implement majority voting in uncontested director elections. Both governance enhancements require amendments to the Company’s charter, which stockholders must approve.
Both governance enhancements are stockholder-friendly when compared to similar companies’ governance practices. Among other companies in the Russell 2000 index, a majority maintain classified board structures, and less than one third have a majority voting standard in uncontested director elections, according to available industry data. Unclassified board structures and majority voting standards are more common among larger, more established companies.
Robert M. Swartz, lead independent director of the Company’s Board of Directors and Chairman of its Nominating and Corporate Governance Committee, commented, “The Board recognizes that corporate governance is a matter of great interest to our stockholders, and we are responding to stockholder feedback with investor-favorable governance practices that are exceptional for companies in our circumstances. Our decision to submit these two governance enhancements to our stockholders at our next annual meeting demonstrates the Board's ongoing commitment to both stockholder engagement and to thoughtfully and appropriately enhancing corporate governance as the Company matures.”
Since its spinoff from Capital Southwest Corporation in October 2015, the Company has had a classified board structure, with the board members divided into three classes that each serve for three-year terms. At the Company’s next annual meeting, the Board will submit to stockholders a proposed amendment to the Company’s charter that would remove the classified board structure and transition to annual elections over a three-year period. The proposed amendment would provide that previously elected directors continue to serve their existing terms and transition to annual terms as existing terms expire.
The Company also currently has a plurality voting standard for director elections. At the next annual meeting, the Board will submit to stockholders a proposed amendment to the Company’s charter that would require directors be elected by a majority of votes cast in an uncontested election. The implementation of a majority voting standard would include a resignation policy that would require a director not receiving a majority stockholder vote to tender his or her resignation to the Board for further consideration.
About CSW Industrials
CSWI is a diversified industrial growth company with well-established, scalable platforms and domain expertise across three segments: Industrial Products; Coatings, Sealants & Adhesives; and Specialty Chemicals. CSWI’s broad portfolio of leading products provides performance optimizing solutions to its customers. CSWI’s products include mechanical products for heating, ventilation and air conditioning (“HVAC”) and refrigeration applications, coatings and sealants and high performance specialty lubricants. Markets that CSWI serves include HVAC, general industrial markets, rail car and locomotive, plumbing, commercial construction, oil and gas, mining, electrical, steel and transportation.
