SAN FRANCISCO & NEW YORK--()--Marcato Capital Management LLC (“Marcato”) and Oskie Capital Management LLC (“Oskie”) announced today that their affiliated investment funds are submitting to Lear Corporation (NYSE: LEA) (“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.
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).