After nearly 10 months of pressure from its largest shareholder, data and technology vendor CoreLogic will implement a series of changes to its board of directors, including the addition of three independent directors and the announced resignation of board chairman D. Van Skilling.
In a Securities and Exchange Commission filing Tuesday morning, Santa Ana, Calif.-based CoreLogic disclosed a "support agreement" with its largest shareholder, Boston-based Highfields Capital Management, that calls for CoreLogic to expand its board by nominating Douglas Curling, John Dorman and Jaynie Miller Studenmund to director positions and if elected, appoint one of those new members to the board's nominating and corporate governance committee.
In addition, current director Thomas O'Brien has been named chairman of the corporate governance committee. O'Brien has been a CoreLogic board member dating back to a 2008 agreement with Highfields Capital Management (prior to CoreLogic's spinoff from the First American Corp. in June 2010).
Skilling's resignation was termed the 78-year-old's retirement. Skilling will resign his chairmanship no later than Dec. 31, 2013 and leave the board at CoreLogic's 2014 annual meeting.
"We are delighted to successfully conclude our independent director search process and announce a resolution of outstanding issues with Highfields Capital," Skilling said in a CoreLogic statement. "Doug, John and Jaynie bring a wealth of relevant industry, technology, operational and prior board experience to CoreLogic. We look forward to working with each of the new candidates as we continue to implement our strategic plans to build value for all of our stockholders."
In exchange for the concessions, Highfields, which currently holds a 7.7% interest in CoreLogic, agreed to not purchase stock that would increase its stake of outstanding common shares beyond 10%, propose a sale or reorganization of CoreLogic, or solicit proxies or consents involving the company.
CoreLogic had previously announced its intention to add new independent board members in March and has delayed its annual shareholder meeting until this summer to allow shareholders to vote on the nominees this year. In the agreement, Highfields Capital Management will withdraw its nominations of Barry Baker, Glenn Christenson and Farhad Nanji to the CoreLogic board and vote for the candidates.
The agreement also calls for both sides to refrain from making statements that "disparage or adversely reflect upon the other parties."
"These changes meet our objective of a CoreLogic board with substantially greater independence, professional skill and experience to oversee management and best capitalize on the strength of the company's world-class assets," said Jonathon Jacobson, CEO of Highfields Capital Management. "In addition to bringing their operational expertise to the board, each of the new directors has a demonstrated track record of maximizing the value of the businesses to which they have been associated, through both organic growth and strategic transactions."
The director candidates come from a variety of technology and banking backgrounds. Curling is principal and managing director of New Kent Capital and previously held financial roles at Equifax and also served in various executive positions, including president, at identification and credential verification services vendor ChoicePoint.
Dorman is board chairman of financial services vendor Online Resources Corp. and was previously CEO of online banking technology provider Digital Insight Corp., which is now owned by Intuit.
Studenmund is a former banking executive and previously served as the COO of paid online search vendor Overture Services and president and COO of online bill management service PayMyBills.com.
The agreement brings the nearly 10-month-long standoff between CoreLogic and Highfields, an $11 billion investment management firm. In August 2011, CoreLogic announced it hired a financial advisory firm to help evaluate the company's financial strategy and "explore a wide range of options aimed at enhancing shareholder value," up to and including a possible sale or merger.
When CoreLogic ended that review in February, Highfields blamed the board's "desire to maintain control rather than doing what is in the best interest of shareholders," for the "failed process."
On the heels of CoreLogic's $66.5 million 2011 annual loss — its second consecutive unprofitable year — Highfields called for a management shakeup, citing CoreLogic management's "consistent inability to forecast its own performance," and "failing to meet the financial projections in its very first 2010 Investor Day presentation."
CoreLogic's stock was trading at $17.30 per share Tuesday morning, up 1.47% from Monday's $17.05 closing price.
