0001193125-20-290991.txt : 20201112 0001193125-20-290991.hdr.sgml : 20201112 20201112065852 ACCESSION NUMBER: 0001193125-20-290991 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20201112 DATE AS OF CHANGE: 20201112 GROUP MEMBERS: TAFE MOTORS & TRACTORS LTD GROUP MEMBERS: TRACTORS & FARM EQUIPMENT LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AGCO CORP /DE CENTRAL INDEX KEY: 0000880266 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 581960019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43776 FILM NUMBER: 201303255 BUSINESS ADDRESS: STREET 1: 4205 RIVER GREEN PKWAY CITY: DULUTH STATE: GA ZIP: 30096 BUSINESS PHONE: 7708139200 MAIL ADDRESS: STREET 1: 4205 RIVER GREEN PARKWAY CITY: DULUTH STATE: GA ZIP: 30096 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SRINIVASAN MALLIKA CENTRAL INDEX KEY: 0001525527 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: TRACTORS AND FARM EQUIPMENT LIMITED STREET 2: NO 35 NUNGAMBAKKAM HIGH ROAD CITY: CHENNAI STATE: K7 ZIP: 600 034 SC 13D/A 1 d85234dsc13da.htm AMENDMENT NO. 12 TO SCHEDULE 13D Amendment No. 12 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

 

AGCO CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

001084102

(CUSIP Number)

Scott F. Smith, Esq.

Covington & Burling LLP

The New York Times Building

620 Eighth Avenue

New York, New York 10018

(212) 841-1056

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 12, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 001084102

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Tractors and Farm Equipment Limited

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Republic of India

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  12,150,152

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  12,150,152

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  12,150,152

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☒

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.2%

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  CO

CUSIP No. 001084102

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  TAFE Motors and Tractors Limited

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Republic of India

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  3,263,321

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  3,263,321

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  3,263,321

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☒

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  4.4%

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  CO

CUSIP No. 001084102

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Mallika Srinivasan

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Republic of India

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

  SOLE VOTING POWER

 

  20,059

     8   

  SHARED VOTING POWER

 

  12,150,152

     9   

  SOLE DISPOSITIVE POWER

 

  20,059

   10   

  SHARED DISPOSITIVE POWER

 

  12,150,152

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  12,170,211

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.2%

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

The Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) with respect to the Issuer on April 9, 2013, as amended by Amendment Nos. 1 through 11 (the “Schedule 13D”), is hereby further amended and supplemented to include the information set forth herein. This amended Statement on Schedule 13D/A constitutes Amendment No. 12 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D.

Item 1. Security and Issuer

This Schedule 13D relates to shares of the common stock (the “Common Stock”) of AGCO Corporation (the “Issuer”), the principal executive offices of which are located at 4205 River Green Parkway, Duluth, Georgia 30096.

Item 3. Source and Amount of Funds or Other Consideration

Except for the 20,059 shares that Ms. Srinivasan (together with the Companies (as defined below), the “Reporting Persons”) holds directly and that were awarded to her under the AGCO Corporation Long-Term Incentive Plan for her services as a director of the Issuer, the source of the funds used by the Reporting Persons to purchase the reported shares, pursuant to the Purchase Plans, was the working capital of Tractors and Farm Equipment Limited (“TAFE”) or of TAFE Motors and Tractors Limited (“TAFE Motors and Tractors” and, together with TAFE, the “Companies”). The Reporting Persons paid a total of $585,802,249.73 (exclusive of brokers’ commissions and other administrative costs) to purchase the reported shares. Ms. Srinivasan did not pay for the shares that were awarded to her under the AGCO Corporation Long-Term Incentive Plan.

Item 4. Purpose of Transaction

The Reporting Persons acquired the Common Stock for investment purposes. The Reporting Persons will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Common Stock, the Issuer’s operations, assets, prospects, and business development, the Issuer’s management, Issuer-related competitive and strategic matters and general economic, financial market and industry conditions, as well as other investment considerations. The Reporting Persons may acquire additional Common Stock in the future in the public markets, in privately negotiated transactions or otherwise and may determine to sell, trade or otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action they deem to be in their best interests.

TAFE believes that implementation of sound governance policies is an important factor in enabling the Board to effectively fulfil its role and in the creation of shareholder value. TAFE has advocated for the separation of the role of Chair of the Board and Chief Executive Officer to better fulfill the board’s duty of oversight of the Issuer. TAFE believes that appointing a separate Chair provides the opportunity to improve governance practices and enhances the oversight of management, and notes that such separation is being increasingly adopted by public companies. A recent Spencer Stuart report noted that over 90 percent of companies in 2019 electing new CEOs split the role of CEO and Chair. While TAFE strongly supports the incoming CEO in his role as CEO, TAFE encourages the Board to follow best governance practices, and also notes that the incoming CEO does not have prior public company board experience.

TAFE believes that separating the Chair and CEO roles would foster better governance, which appears not to have been reviewed at the Issuer for several years. Key improvements in the Issuer’s corporate governance would include:

 

  •  

Better alignment of compensation programs for senior management with long term company performance.

 

  •  

Increased focus by the Company on long term strategy, including portfolio allocation,

 

  •  

Rotation of committee chairs and other members of the committees to avoid embedded views and bring fresh perspectives to important matters,

 

  •  

Refreshment of the Board on a more regular basis to increase independence and add directors with diverse views of opportunities and risks, and

 

  •  

Regular engagement with shareholders on governance, strategy and performance matters.

TAFE has also advocated its support for allowing shareholders proxy access, and granting shareholders the right to take action between annual meetings. Shareholder rights have been limited at the Issuer and TAFE believes that improving them would provide shareholders more opportunities to provide input to the directors and management on key governance and strategic matters.

TAFE is considering the submission of a stockholder proposal to determine if the Issuer stockholders broadly support the separation of the roles of Chair and CEO. A supporting statement related to such proposed stockholder proposal is attached as Exhibit G to this schedule 13D.

TAFE has engaged with a limited number of the Issuer’s stockholders on these matters and intends to continue to engage, as appropriate, on matters of common interest to long-term stockholders of the Issuer.

Except as discussed above, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters referred to in Items 4(a) through 4(j) of Schedule 13D; however, the Reporting Persons reserve the right to change their plans at any time, as they deem appropriate, in light of the foregoing considerations, discussions and other factors.

Item 5. Interest in Securities of the Issuer

(a) The aggregate percentage of shares reported owned on this Schedule 13D is based on 74,899,512 shares of Common Stock outstanding as of November 2, 2020, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 9, 2020. As of the close of business on November 11, 2020, (i) TAFE beneficially owned 12,150,152 shares of Common Stock, which constituted approximately 16.2% of the Common Stock outstanding; (ii) TAFE Motors and Tractors beneficially owned 3,263,321 shares of Common Stock, which constituted approximately 4.4% of the Common Stock outstanding; and (iii) Ms. Srinivasan beneficially owned 12,170,211 shares of Common Stock, which constituted approximately 16.2% of the Common Stock outstanding, including the 20,059 shares she holds in her individual capacity. Ms. Srinivasan disclaims beneficial ownership of the Common Stock beneficially owned by each of the Companies, and this report shall not be deemed an admission that Ms. Srinivasan is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. Each of the Companies disclaims beneficial ownership of the 20,059 shares of Common Stock owned directly by Ms. Srinivasan in her individual capacity, and this report shall not be deemed an admission that either of the Companies is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. TAFE Motors and Tractors disclaims beneficial ownership of the 8,886,831 shares of Common Stock purchased on behalf of TAFE under the Purchase Plans, and this report shall not be deemed an admission that TAFE Motors and Tractors is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose.

(b) For each person listed, the following table indicates the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or to direct the disposition:

 

Reporting Person

    Sole Voting
Power		      Shared
Voting Power		      Sole
Dispositive
Power		      Shared
Dispositive
Power		  

TAFE

      0        12,150,152        0        12,150,152  

TAFE Motors and Tractors

      0        3,263,321        0        3,263,321  

Mallika Srinivasan

      20,059        12,170,211        20,059        12,170,211  

(c) See Annex A hereto.

(d) Not applicable.

(e) Not applicable.

Item 7. Material to Be Filed as Exhibits

 

Exhibit A*    Persons through whom Amalgamations Private Limited (“Amalgamations”) may be deemed to control the Companies
Exhibit B†    Directors and Executive Officers of the Companies
Exhibit C*    Directors and Executive Officers of Amalgamations
Exhibit D**    Amended and Restated Letter Agreement, dated April 24, 2019, between Tractors and Farm Equipment Limited and AGCO Corporation
Exhibit E**    Limited Power of Attorney, dated as of April 24, 2019
Exhibit F*    Joint Filing Agreement, dated as of April 3, 2013
Exhibit G    Supporting Statement

 

*

Included by reference to the initial filing of this Schedule 13D, filed with the SEC on April 9, 2013.

**

Included by reference to Amendment No. 10 to this Schedule 13D, filed with the SEC on April 26, 2019.

†

Amends previous filing.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 12, 2020

 

TRACTORS AND FARM EQUIPMENT LIMITED,
By:  

/s/ Scott F. Smith

  Name: Scott F. Smith,
  attorney-in-fact*

 

TAFE MOTORS AND TRACTORS LIMITED,
By:  

/s/ Scott F. Smith

  Name: Scott F. Smith,
  attorney-in-fact*
      

/s/ Scott F. Smith

  Scott F. Smith, attorney-in-fact for
  Mallika Srinivasan*

 

*

This Amendment No. 12 to Statement on Schedule 13D was executed by Scott F. Smith as Attorney-In-Fact for Tractors and Farm Equipment Limited, TAFE Motors and Tractors Limited and Mallika Srinivasan, pursuant to the Limited Power of Attorney granted by them.

Annex A

Transactions by TAFE during the last 60 days: None.

Transactions by TAFE Motors and Tractors during the last 60 days: None.

Transactions by Ms. Srinivasan in her individual capacity during the last 60 days: None.

EX-99.B 2 d85234dex99b.htm EXHIBIT B Exhibit B

Exhibit B

Directors and Executive Officers of TAFE

Set forth below are the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Common Stock and (vii) transactions in Common Stock during the past 60 days (if any) of each of the directors and executive officers of TAFE.

 

Name

   

Title

   

Country of

Citizenship

   

Principal

Occupation

   

Principal Business
Address

   

Ownership
of Common

Stock

   

Transactions in

Common Stock

during the past
60 days

Mallika Srinivasan    Chairman and Managing Director    India    Chief Executive    35/77 Nungambakkam High Road, Chennai 600034    20,059 (1)    None.
R. C. Banka    Director    India    Operations    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
P. B. Sampath    Director    India    Chartered Accountant    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
Sandeep Sinha    CEO    India    Operations    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
S. Chandramohan    Group President    India    Finance    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
V. P. Ahuja    Director    India    European Operations    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
Sankar Datta    Director    India    Chartered Accountant    8/1, Vaidya Rama Iyer Street, T Nagar, Chennai 600017    None.    None.
Chittranjan Dua    Director    India    Lawyer    88, Sundar Nagar, New Delhi 110 003    None.    None.
Gary L. Collar    Director    US    Senior Vice President, General Manager, Asia/Pacific and Africa of AGCO    4177 Tami Lane, Central Point, Oregon 97052    77,123 (2)    None.
P. Ganesh    CFO    India    Chartered Accountant    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
T. R. Kesavan    Group President    India    Corporate Relations    35/77 Nungambakkam High Road, Chennai 600034    None.    None.

C. P. Sounderarajan    Company Secretary    India    Corporate Affairs    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
John Edwin    President    India    Quality -
Operations		    35/77 Nungambakkam High Road, Chennai 600034    None.    None.

 

(1)

Does not include holdings of Common Stock of TAFE and TAFE Motors and Tractors, as disclosed in Item 5.

(2)

Based on report on Form 4 filed on behalf of Mr. Collar with the SEC on August 24, 2020.

Directors and Executive Officers of TAFE Motors and Tractors

Set forth below are the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Common Stock and (vii) transactions in Common Stock during the past 60 days (if any) of each of the directors and executive officers of TAFE Motors and Tractors.

 

Name

   

Title

   

Country of

Citizenship

   

Principal

Occupation

   

Principal Business
Address

   

Ownership

of Common
Stock

   

Transactions in
Common Stock

during the past
60 days

Mallika Srinivasan   

Chairman and

Managing

Director

    India    Chief Executive    35/77 Nungambakkam High Road, Chennai 600034    20,059 (1)    None.
Dr. Lakshmi Venu   

Deputy

Managing

Director

    India    Strategy & Operations    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
R. C. Banka    Director    India    Operations    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
P. B. Sampath    Director    India    Chartered Accountant    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
Sandeep Sinha    Director    India    Operations    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
S. Chandramohan    Director    India    Finance    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
Sankar Datta    Director    India    Chartered Accountant    8/1, Vaidya Rama Iyer Street, T Nagar, Chennai 600017    None.    None.
N. S. Swaminathan    Director    India    International Business    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
T. R. Kesavan    Director    India    Corporate Relations    35/77 Nungambakkam High Road, Chennai 600034    None.    None.
P. Ganesh    CFO    India    Chartered Accountant    35/77 Nungambakkam High Road, Chennai 600034    None.    None.

C. P. Sounderarajan   

Company

Secretary

    India    Corporate Affairs   

35/77 Nungambakkam High Road,

Chennai 600034

    None.    None.
Alok Mam   

Sr. Vice

President

    India    Manufacturing    Plot No. 1, Sector D Industrial Area, Mandideep 462046    None.    None.
V. P. Arya   

Sr. Vice

President

    India    Finance    Plot No. 1, Sector D Industrial Area, Mandideep 462046    None.    None.
N. Subramanian   

Sr. Vice

President

    India    Marketing    Plot No. 1, Sector D Industrial Area, Mandideep 462046    None.    None.

 

(1)

Does not include holdings of Common Stock of TAFE and TAFE Motors and Tractors, as disclosed in Item 5.

EX-99.G 3 d85234dex99g.htm EXHIBIT G Exhibit G

Exhibit G

Supporting Statement

We believe that the role of the Board is to provide independent oversight of management and the role of the CEO and management is to run the Company. The current Chair and CEO has been the CEO of the Company since 2004 and its Chairman of the Board since 2006. The Company has designated a board member as lead independent director whose long tenure as a Board member and lead director calls into question the ability to provide independent oversight of management and the Company. We believe the Company should create a stronger governance structure going forward, beginning with the separation of the roles of the Chair and the CEO.

Stockholders are best served by a separate Board Chairman who can provide a balance between the CEO and the Board. The primary duty of the Board of Directors is to oversee the management of a company on behalf of stockholders. A CEO serving as Chairman can result in excessive management influence on the Board and weaker oversight of management. We urge the Company’s Board to segregate these roles and appoint a Board Chair as distinct from the CEO during the near term succession of the CEO.

We believe that this would enhance the independent oversight of management and is being increasingly adopted by public companies. Spencer Stuart recently issued a report noting that over 90 percent of companies in the S&P 500, with new CEOs, split the role of CEO and Chairman. While we support the incoming CEO in his role as CEO, we encourage the Board to follow best governance practices and also note that the incoming CEO does not have prior public company board experience.

We believe there are many additional compelling reasons why the Company would benefit from creating a stronger governance structure and that separation of Chair and CEO would further the Company’s ability to improve its governance. The following facts are indicative of the clear need to enhance governance through a structural approach and raise concerns about Board independence:

 

•  

Lack of responsiveness to shareholder concerns e.g., a persistent “Say for Pay” issue from 2015 to 2020 with a failed “Say for Pay” vote in 2019.

 

•  

No published governance practice change except extension of age limit from 72 to 75 during the last decade.

 

•  

No periodical rotation of Committee Chairs. Tenure of key Committee Chairs, namely, Governance, Audit and Compensation are 15, 13 and 14 years respectively with Compensation Chair change in 2019 only after a failed “Say for Pay” vote.

 

•  

Lack of shareholder rights that are today the norm – proxy access and right to call special meetings in between annual general meetings.

We believe the issues noted above contribute to the inability of the Board to provide independent oversight of management and the Company, with a combined Chair and CEO position being the primary contributor. We believe a stronger and more independent governance structure can unlock value for all stockholders. Improving Board oversight of management, meaningful shareholder engagement, and the integration of Board accountability mechanisms across the Company’s governance policies and practices, are integral to the creation of long-term shareholder value.