The majority owner of Nashville-based restaurant holding company American Blue Ribbon Holdings has run into some headwinds in trying to carve out that business and others not related to its main real estate insurance companies. Fidelity National executives early this year announced their plan to spin their non-core assets — which also includes investments in Ceridian and Remy — into a separate structure with its own tracking stock. On Monday, they issued a lengthy statement restating their case in the face of negative recommendations from proxy advisors ISS and Glass Lewis. Shareholders will have their say next Wednesday.
Bill Sheriff, the former CEO of Brookdale Senior Living, has told the senior living company he will not stand for re-election to its board of directors at this year's annual shareholders' meeting. Sheriff led American Retirement Corp. before its 2005 merger with Brookdale and stepped down as CEO of the combined company early last year. Word of his decision to retire from Brookdale's board comes shortly after the company said current CEO Andy Smith had joined the board following the departure of two executives from Fortress Investment Group.
Healthways CEO Ben Leedle on Tuesday passed on to his employees word of the wellness company's ceasefire with activist investment fund North Tide Capital. Calling the deal to give North Tide three board seats a "positive outcome," he also took time to point out that he — a prime target of North Tide manager Conan Laughlin — and other senior executives will stay in their jobs.
In addition, Leedle described the Strategic Review Committee that will soon be formed as having the goal "to assure that the board and management remain aligned on the company strategy." That's an interesting — and, given Laughlin's calls for big changes, perhaps somewhat optimistic — spin on the language contained in the standstill agreement, which says "the purpose of the Strategic Review Committee shall be to review, evaluate and make recommendations to the Board regarding the Company's business strategy."
Here's a copy of Leedle's email:
North Tide Capital, the hedge fund taking aim at the Healthways board of directors, has updated its presentation to investors. The new version is beefed up with more questions about the company's investments in (and revenues from) initiatives such as MeYou Health, the Dean Ornish lifestyle management program and the Blue Zones partnership with Gallup. The new presentation — view it here and compare it to the old one here — strikes a tone that is softer at times but as strident as before in other places, especially in terms of the Healthways board's unconditional backing of CEO Ben Leedle and his strategies.
Some items that caught our eye:
• Addressing the company's insistence that its Silver Sneakers senior fitness program is a way to leverage costs across the company, North Tide manager Conan Laughlin says "Silver Sneakers funds a giant, money-losing science experiment."
• Tipping his hat to the board for disclosing that Healthways' international business posted a 2013 EBITDA of $3 million, Laughlin then turns around to say that means "the non-Silver Sneakers business loses more money than we had thought."
• North Tide quotes a note from Dougherty & Co. analyst Brooks O'Neil that thinks out loud about director candidate Mac Crawford becoming not just executive chairman if elected, but also filling the CEO seat now held by Leedle.