Ancora Advisors reaches agreement with Ampco-Pittsburgh Corporation (AP)
Key Summary: Ancora Advisors, with a 5.6% stake, advocated for improved capital allocation, asset divestitures, strategic reviews, and governance enhancements, leading to board appointments in 2022 and extended nominations in 2023, contingent on maintaining a 4% stake. Meanwhile, Crawford United (10.3%) nominated two board candidates for the 2021 AGM but withdrew its proxy solicitation after the company declined to include its nominees.
Market Cap: $47 million | Ampco-Pittsburgh Corporation is a producer of forged and cast rolls for the steel and aluminum industries across the world, as well as ingot and open die forged products for the oil and gas, aluminum, and plastic extrusion industries.
Ancora Advisors
- On January 7, 2022, Ancora Advisors disclosed a 5.6% active stake in the company and stated that it has engaged and intends to continue to engage in discussions with members of the Board and management regarding means to create shareholders value, including, but not limited to, by improving capital allocation, divesting non-core assets, conducting a strategic review of current lines of business and enhancing corporate governance (including changes to the composition of the board). Source
- On February 10, 2022, Ancora Advisors (5.6%) entered into a Cooperation Agreement with the company. Pursuant to it, the company appointed (i) Laurence E. Paul and William K. Lieberman as members of the class of directors with a term expiring at the 2022 AGM, and (ii) Frederick D. DiSanto and Darrell M. McNair (Ancora Appointees) to the Board as members of the class of directors with a term expiring at the 2023 AGM. Further, for so long as Ancora continues to beneficially own at least 4% of the company’s then issued and outstanding common stock (the “Four Percent Threshold”) and prior to the expiration of the Standstill Period, the company agreed not to increase the size of the Board beyond eleven (11) members. In the event that Ancora ceases to satisfy the Four Percent Threshold, Mr. DiSanto shall resign from the Board and all applicable committees.
- On March 31, 2023, Ancora Advisors (5.6%) entered into a Cooperation Agreement with the company and pursuant to it, the company agreed to nominate Fredrick D. DiSanto and Darrell L. McNair (the “Ancora Appointees”) to the board with a term expiring at the 2026 AGM.
Crawford United
- On February 1, 2021, Crawford United (10.3%) nominated Mr. Ambassador Edward Crawford and Mr. John D. Grampa for election as members of the board at the 2021 AGM. Source
- On February 13, 2021, the CEO of the company called Mr. Crawford and notified him that the Board had decided not to include the Crawford United Nominees as nominees for election at the annual meeting.
- On April 9, 2021, Crawford United stated that it has determined not to solicit on their proxies with respect to the 2021 annual meeting, scheduled to occur May 13, 2021. Source
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