Ampco-Pittsburgh Corporation announced Friday that it had appointed three independent directors to its Board of Directors.
Two of the directors were appointed in connection with an agreement with Ancora Holdings Group, LLC, the company said. Ancora is a shareholder that currently owns about 5.6 percent of Ampco-Pittsburgh’s outstanding shares.
“We are exceptionally pleased to welcome this group of directors to the Ampco-Pittsburgh Board at this important time for the Corporation,” said Jim Abel, chairman of the Board. “With these appointments, our Board reflects our strong commitment to executing on our strategic plan while providing for a diversity of views on our Board. The constructive engagement between management and Ancora during the last few months will benefit the long-term interests of our shareholders and our other stakeholders.”
Frederick D. DiSanto and Darrell L. McNair will join as part of the class of directors that will be elected to the Board at the 2023 Annual Meeting of Ampco’s shareholders. The two will join the Board effective immediately, as per the cooperation agreement between Ampco-Pittsburgh and Ancora.
A third board appointee, Laurence E. Paul, will join the Board as a member of the class of directors to be elected at the 2022 Annual Meeting of Ampco-Pittsburgh’s shareholders (2022 Annual Meeting) also effective immediately.
As part of the agreement, Ancora has agreed not to make any director nomination to the Corporation and to support the Board’s full slate of directors at the 2022 Annual Meeting. Ancora also agreed to a customary standstill, voting, and other provisions.
“We are pleased to have worked constructively with the Board and management team to reach this agreement to bring additional perspectives to the Board, which we believe will help enhance value for shareholders,” said Fred DiSanto, Chairman and Chief Executive Officer of Ancora. “We appreciate the thoughtful dialogue with Jim Abel, J. Brett McBrayer and the Board as we worked together to ensure Ampco-Pittsburgh is best positioned to execute on its strategic plan for the future.”
The complete agreement will be filed on Form 8-K with the U.S. Securities and Exchange Commission, the Corporation said.