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Marcato Capital Management LLC (“Marcato”) and Oskie Capital Management LLC
(“Oskie”) announced today that their affiliated investment funds are
submitting to Lear Corporation
(“Lear” or the “Company”) a notice
of their intention to nominate three candidates for election to the Board of
Directors of the Company at its 2013 annual meeting of shareholders.
The proposed nominees are: Richard T. McGuire III, David M. Markowitz, and
Enrico Digirolamo.
Mr. McGuire, Founder of Marcato Capital Management, said: “David, Enrico and I
are committed to bringing to the Board new focus and necessary urgency to
drive value creation for all stockholders of Lear. We will add the important
voice of the owners of the business to bear on the Board's decision-making
process to help ensure a better alignment of interests with stockholders. We
also bring relevant experience, with David having been intimately involved in
many of the highest profile restructurings of the auto industry, and Enrico
having spent much of his career managing automotive operations in the
international markets that are particularly important to Lear today. We are
all committed to working constructively to help Lear fully realize its
potential for all of its owners through reasonable and responsible value
creation initiatives.”
Biographies of the Proposed Nominees
Mr. McGuire is the founder and Managing Member of Marcato Capital Management
LLC. Prior to founding Marcato Capital Management LLC, Mr. McGuire was a
partner and senior investment professional at Pershing Square Capital
Management, where he worked from 2005-2009, and from January 2009 to May 2010
was the Non-Executive Chairman of Borders Group, Inc., where he was also a
director from January 2008 to May 2010. Mr. McGuire has a bachelor's degree
from Princeton University and is a graduate of Harvard Business School.
Mr. Markowitz is a founder of Oskie Capital Management where he also serves as
portfolio manager. In 2009 he was a member of the Auto Team at the U.S.
Department of the Treasury, where he focused on the restructuring of General
Motors in connection with the Presidential Task Force on the Auto Industry.
Prior to his work at the Department of the Treasury, Mr. Markowitz was a
founder and Senior Analyst at SLS Capital, an asset manager with in excess of
$1 billion in capital under management. Mr. Markowitz is a director of RoadOne
Intermodal Logistics. Mr. Markowitz has a bachelor's degree from the
University of Michigan.
Mr. Digirolamo is Senior Vice President, Allstate Insurance. From 2008 to
2010, Mr. Digirolamo was Vice President and Chief Financial Officer of General
Motors Europe. Mr. Digirolamo is a director of Metromedia International Group,
a privately held company. Mr. Digirolamo brings 35 years of experience in
financial management in the auto industry. He served as CFO for General Motors
in South America and CFO for General Motors in Europe. In particular, Mr.
Digirolamo was a member of GM's European Strategy Board, Opel Supervisory
Board, Saab Board of Directors, GM Russia and the Russian JV Avtovaz Boards of
Directors. Mr. Digirolamo has a bachelor's degree from Central Michigan
University and a MBA from Eastern Michigan University.
Additional Information
Marcato Capital Management LLC, Richard T. McGuire III, Marcato, L.P., Marcato
II, L.P., Marcato International Master Fund, Ltd., Oskie Capital Management,
LLC, David M. Markowitz, Clive Rowe and Oskie Master Fund, LP (collectively,
the “Group”) intends to make a filing with the Securities and Exchange
Commission of a proxy statement and an accompanying WHITE proxy card to be
used to solicit proxies in connection with the 2013 Annual Meeting of
Stockholders (including any adjournments or postponements thereof or any
special meeting that may be called in lieu thereof) (the “2013 Annual
Meeting”) of Lear Corporation (the “Company”). Information relating to the
participants in such proxy solicitation has been included in the Notification
Letter filed as Exhibit E to the Amendment to Schedule 13D filed by the Group
on February 14, 2013 with the Securities and Exchange Commission. STOCKHOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF STOCKHOLDERS OF THE COMPANY FOR USE AT THE 2013 ANNUAL MEETING
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. When completed and available, the Group's definitive proxy
statement and a form of proxy will be mailed to stockholders of the Company.
These materials and other materials filed by the Group in connection with the
solicitation of proxies will be available at no charge at the Securities and
Exchange Commission's website at www.sec.gov. The definitive proxy statement
(when available) and other relevant documents filed by the Group with the
Securities and Exchange Commission will also be available, without charge, by
directing a request by mail or telephone to Innisfree M&A Incorporated, 501
Madison Avenue, 20th Floor, New York, New York 10012 (call toll free: (877)
750-5837).
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