Starboard Value LP (together with its
affiliates, "Starboard"), the largest shareholder of Wausau Paper Corp.
("Wausau" or the "Company") WPP with approximately 15.2% of the
outstanding common stock of the Company, today announced that it has delivered
a letter to the Company's Board of Directors.
The full text of the letter is available for viewing at the following link:
http://tinyurl.com/Starboard-Letter-to-WPP-Board
Starboard Has Nominated the Following Three Independent, Highly Qualified
Director Nominees for Election to the Wausau Board at the 2014 Annual Meeting:
Cynthia T. Jamison serves on the Board of Directors of Tractor Supply Company
("Tractor Supply"), the largest operator of retail farm and ranch stores, a
position she has held since 2002. Ms. Jamison became Chairman of the Board on
January 1, 2014 after serving as Lead Director from April 2010 through
December 2013. She also chaired the audit committee of Tractor Supply from
2006 to 2010 and chaired the compensation committee from 2003 to 2006. Ms.
Jamison also serves on the Board of Directors of Office Depot, Inc., a global
supplier of office products and services, a position she has held since August
2013, where she also sits on the audit and corporate governance committees.
Since 2004, Ms. Jamison has served as a director of B&G Foods, Inc., a
manufacturer, seller and distributor of high quality, shelf-stable food and
household products, where she sits on the compensation committee and chairs
the audit committee. Ms. Jamison joined the Board of Directors of Caribe
Media, Inc., a private company based in the Dominican Republic, in December
2011, where she served as Chairman until resigning in October 2013.
Previously, Ms. Jamison served on the board of directors of Cellu Tissue
Holdings, Inc. ("Cellu Tissue"), a producer of tissue products, where she
chaired the audit committee in 2010, and Horizon Organic Holding Corp.
("Horizon"), a producer of organic milk products, where she served as a
director from 2001 until 2004 and sat on the company's audit and compensation
committees. Cellu Tissue and Horizon were sold at high premiums which
benefited stockholders. Ms. Jamison has been the Chief Financial Officer or
Chief Operating Officer of several publicly and privately held companies
including AquaSpy, Inc., an Australian environmentally responsible irrigation
company which she joined in June 2009 and retired in December 2012, eMac, Inc,
a joint venture between McDonald's Corporation and KKR & Co. L.P., where she
served from August 2003 until July 2004, and Cosi, Inc., the casual dining
chain where she served from July 2004 until August 2005. In her experience as
a "turnaround/high impact" CFO, Ms. Jamison was a partner with Tatum LLC
("Tatum"), an executive services firm focused exclusively in support of "The
Office of the CFO", from June 1999 through May 2009. As a part of her
National Director of CFO Services role with Tatum, Ms. Jamison served in
several additional capacities, including as manager of the CFO Services
practice, and as a member of the Operating Committee. Prior to joining Tatum,
Ms. Jamison served as Chief Financial Officer of Chart House Enterprises (now
AM-CH Inc.), a publicly traded restaurant company from May 1998 until June
1999, and previously held various financial positions at Allied Domecq
Retailing USA, a spirits, wine and quick-service restaurant operator, Kraft
General Foods (now Kraft Foods Group, Inc.), a food and beverage company, and
Arthur Andersen LLP, a major accounting firm. She is both a frequent keynote
speaker on CFO and Boardroom topics, and quoted as a financial/economic
"expert" in Forbes, Wall Street Journal, Newsweek, CFO Magazine, and the
Economist. Ms. Jamison graduated from Duke University with a Bachelor of Arts
degree in economics and political science, and has an MBA from the University
of Chicago.
Jeffrey C. Smith is a Managing Member, Chief Executive Officer and Chief
Investment Officer of Starboard Value LP ("Starboard Value"). Prior to
founding Starboard Value, Mr. Smith was a Partner Managing Director of Ramius
LLC ("Ramius"), a subsidiary of the Cowen Group, Inc. ("Cowen"), and the Chief
Investment Officer of the Ramius Value and Opportunity Master Fund Ltd. Mr.
Smith was also a member of Cowen's Operating Committee and Cowen's Investment
Committee. Prior to joining Ramius in January 1998, he served as Vice
President of Strategic Development and a member of the Board of Directors of
The Fresh Juice Company, Inc. Mr. Smith currently serves on the Board of
Directors of Office Depot, Inc., an office supply company, a position he has
held since August 2013, where he currently sits on the Compensation Committee
and Finance and Integration Committee. Mr. Smith also serves on the Board of
Directors of Quantum Corporation, a global expert in data protection and big
data management, a position he has held since May 2013, where he currently
sits on the Leadership and Compensation Committee. Previously, Mr. Smith
served as a member of the Board of Directors of Regis Corporation, a global
leader in beauty salons, hair restoration centers and cosmetology education,
from October 2011 until October 2013, and as a member of the Board of
Directors of Surmodics, Inc., a leading provider of drug delivery and surface
modification technologies to the healthcare industry, from January 2011 to
August 2012. He has also served on the Board of Directors of Zoran
Corporation, a leading provider of digital solutions in the digital
entertainment and digital imaging market, from March 2011 until its merger
with CSR plc in August 2011. Mr. Smith was the Chairman of the Board of
Phoenix Technologies Ltd., a provider of core systems software products,
services and embedded technologies, from November 2009 until the sale of the
company to Marlin Equity Partners in November 2010. In addition, Mr. Smith
previously served as a director of Actel Corporation, a provider of power
management solutions, from March 2009 until its sale to Microsemi Corporation
in October 2010, and as a director of S1 Corporation, a provider of customer
interaction software for financial and payment services, where he served from
May 2006 to September 2008. Mr. Smith also served on the Board of Directors of
Kensey Nash Corporation, a leading medical technology company from December
2007 to February 2009. Mr. Smith began his career in the Mergers and
Acquisitions department at Societe Generale. Mr. Smith graduated from The
Wharton School of Business at The University of Pennsylvania, where he
received a B.S. in Economics.
Russell C. Taylor is the President and Chief Executive Officer of Arclin, Inc.
("Arclin"), a leading provider of innovative bonding and surfacing solutions
for the building industry, a position he has held since December 2011. Prior
to Arclin, Mr. Taylor served as the President and Chief Executive Officer of
Cellu Tissue Holdings, Inc. ("Cellu Tissue"), a privately held company, from
2001 until January 2010 when Cellu Tissue became a public company. Mr.
Taylor continued to serve as President and CEO of Cellu Tissue, a then
publicly traded manufacturer of tissue products, from January 2010 until it
was acquired by Clearwater Paper Corporation in December 2010. While at Cellu
Tissue, Mr. Taylor served on the Board of Directors from October 2001 through
December 2010. Previously, he was employed by Kimberly-Clark Corporation, a
manufacturer of personal care paper products, from May 1997 to January 1999 as
President, Kimberly-Clark, Professional/Pulp, North America/Europe, and from
January 1999 to October 2001 as Group President, Kimberly-Clark, Professional
Pulp/Tissue Paper/Environmental, North America/Europe. Over Mr. Taylor's more
than 30-year career, he has held a number of manufacturing, research and
development, and general management positions. Mr. Taylor holds a chemical
engineering degree from the University of South Florida.
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