PICO Holdings announces governance enhancements and changes
PICO Holdings announced that it has taken a number of actions designed to further enhance its corporate governance practices. In conjunction with these enhancements, PICO has agreed to terminate the Settlement Agreement dated March 18, 2016 with Central Square Management. Concurrent with agreeing to the termination of the Settlement Agreement, each PICO Director whose term was not scheduled to expire at the 2017 Annual Meeting executed a resignation letter which voluntarily shortened his term so that it concludes at the 2017 Annual Meeting. The effect of these resignations is that the entire PICO Board will stand for election for a one-year term at the 2017 Annual Meeting and at each annual meeting thereafter. The Board has fixed the date of the 2017 Annual Meeting of Shareholders to be held on May 4, 2017 in Reno, Nevada. The Corporate Governance & Nominating Committee has recommended and the Board has approved the reduction in size of the Board to five members immediately following the 2017 Annual Meeting of Shareholders. As part of this decision, Messrs. Raymond V. Marino II and Howard Brod Brownstein have informed the Board that they do not intend to stand for election as directors upon the expiry of their respective terms at the 2017 Annual Meeting of Shareholders. Each of Andrew F. Cates, Michael J. Machado, Daniel B. Silvers, Eric H. Speron and Maxim C.W. Webb will be nominated for election at the 2017 Annual Meeting of Shareholders to serve as directors for a one year term at the expiration of their respective existing terms. As part of the changes, the Board announced that Marino has resigned as Chairman and that Webb, the Company's CEO and a director, has been elected to the additional position of Chairman of the Board, effective immediately. Additionally, also effective immediately, the Board has elected Silvers to the position of Lead Independent Director. In connection with these changes, the Board also decided that Silvers will become Chairman of the Company's Corporate Governance & Nominating Committee and Cates will become Chairman of the Company's Compensation Committee, both with immediate effect. Brownstein will continue to serve as Chairman of the Company's Audit Committee until his term as a director ends. PICO's Board believes that combining the Chairman and CEO positions is the most efficient structure for the Company at this time. However, the Board also recognizes that this is a topic on which investors have different points of view. Accordingly, in order to ensure that the Company's shareholders are able to express their respective views as to the appropriateness of the combination of the Chairman and CEO positions, PICO intends to hold an advisory vote on the matter at its 2017 Annual Meeting.