BOSTON--(BUSINESS WIRE)--Highfields Capital Management LP, the largest independent shareholder of CoreLogic, Inc. (NYSE: CLGX), today sent a letter to the Company’s Chairman of the Board in response to the Company’s recent announcement extending the deadline for shareholder nominations for directors. In the letter, Highfields calls on CoreLogic to enhance the Board’s expertise with new independent directors that will ensure a focus on operational and performance accountability. The letter is filed as part of Highfields’ amended Schedule 13D with the Securities and Exchange Commission.
Below is the full text of the March 5, 2012 letter, and the July 25, 2011 letter previously sent to CoreLogic and referenced in today’s correspondence:
March 5, 2012
Mr. D. Van Skilling
Chairman of the Board
CoreLogic, Inc.
4
First American Way
Santa Ana, CA 92707-5913
Dear Van:
We are writing to follow up on your announcement further extending the deadline for director nominations to March 19, 2012. We hope this step signals the Board’s readiness to create an independent Board majority with the collective professional skills and experience necessary to steward an information company which derives its revenues from the financial services sector. Neither the Company nor its stakeholders will be properly served by a Board that continues to be dominated by hand-picked legacy directors without these skills, or by cosmetic changes of the sort begrudgingly made in the past.
A year ago, we privately urged you to address the conflicts and potential anti-trust violations inherent in Parker Kennedy’s service as Executive Chairman of both CoreLogic and First American Corporation. Reluctantly and belatedly, Mr. Kennedy stepped down from CoreLogic, but unfortunately for shareholders, not before you and the Board exacted a price for his doing so—the simultaneous departure of two independent directors not chosen by you or Mr. Kennedy.
At that time you committed to take meaningful steps to add new, independent directors. Specifically, you committed that the Board would consider the candidate that we offered (one with no affiliation with Highfields) and reach out to other shareholders for candidates. In the following months you did neither, and I refer you again to our attached July 25, 2011 letter for why that failure is unacceptable.
You state that the Board will closely monitor management’s progress on the latest operating plan and hold management accountable, but this same Board has made that promise before, and left it unfulfilled. It follows then that we firmly believe that to effectively meet this obligation going forward, the Board requires new skills, perspectives and emphasis on accountability that can only come from a substantial change in its composition.
We ask that you recognize this and promptly work with us and other shareholders to name new shareholder-supported directors that will be an asset to the Company’s future operations. Doing so will not only help restore shareholder confidence, but will give management its best chance to succeed by giving it access to Directors with deep operating, financial and industry experience. We know several high quality candidates who fit that bill, and we expect that other shareholders do as well.
We hope you take our input seriously and we are available to discuss it. At the same time, we caution that empty gestures that perpetuate the status quo, such as expanding the Board and replacing incumbents with different but equally flawed directors, will be another lost opportunity, or worse.
Sincerely,
| Jonathon S. Jacobson | Farhad A. Nanji | ||||||
| Chief Executive Officer | Managing Director | ||||||
cc: Board of Directors
Attachment
Below is a letter sent to D. Van Skilling, Chairman of CoreLogic, Inc., on July 25, 2011, which is referenced in the correspondence above.
July 25, 2011
Mr. D. Van Skilling
Director
CoreLogic, Inc.
119 Netas
Court
Palm Desert, CA 92260
Dear Van,
I’ve read the Company’s recent announcement of a new director and I hardly know what to say. Perhaps “there you go again” says it best. Despite our many conversations about how new Board members would be selected, again we see only disregard for shareholder input and a continued entrenchment of control by legacy directors.
Let me be clear: this is not about Mr. Folino, either personally or with respect to his professional background. We do not know him and only time and his performance will prove out whether he will be a good and truly independent director. The issue here is you and the Board again failing to deliver on your promise, and obligation, to engage in a broad and legitimate search for the best available directors.
Nearly six months ago we raised with you two critical governance issues: first, that Parker Kennedy’s continued Executive Chairmanship was both inappropriate and likely illegal, and second, that the Board needed greater independence and new perspectives. You and the Board may have disagreed with the first, but you claimed to agree with the second.
I explained in detail why it was important to eliminate Mr. Kennedy’s longstanding domination of the Board, its make-up and its agenda. I pointed out that Mr. Kennedy’s dual role as an executive of both First American and CoreLogic not only presented numerous and irresolvable conflicts but also put the Company in legal peril under Federal anti-trust law. Simply put, Mr. Kennedy’s insistence on retaining control put the Company in an untenable position and it was time for the Board to recognize and address it.
As I told you then, we had no desire to publicly embarrass Park or the Board and were content to have him not stand for re-election and retire gracefully for the good of the Company.
It was more than disappointing that Park and the Board did not see fit to pursue that simple and necessary step. Instead, Mr. Kennedy’s departure was accompanied by an unnecessary weakening of the Board’s quality and independence: the departure of two outside directors recognized to be among the most knowledgeable and effective members of the Board.
We were assured that you would address this void by casting a wide net for similarly experienced, sophisticated and independent-minded directors. We proposed just such a person and encouraged you to reach out to other shareholders for additional director candidates. I was clear about our concern that the selection of new directors would again be a sham process destined to settle on hand-picked candidates -- an approach we’ve seen the Board follow in the past. I was assured this would not be the case and that an exhaustive and professional search would be undertaken for new directors with no ties to Mr. Kennedy or his legacy Board members.
How to explain your recent announcement other than to conclude that the Board continues to pay only lip service to standards of good corporate governance.
To our knowledge you did not so much as contact our proposed candidate, nor did you invite us to suggest any others. We are not aware of any attempt by you to solicit recommendations from other significant shareholders, or if you did, any steps to act on those recommendations.
Instead, the supposed expansive search has landed on a candidate that appears to have been selected by the same closed process that Park Kennedy employed to fill the Board with friends and relationships for twenty years. Even a cursory review shows that your newest director serves with Mr. Kennedy on the Boards of no fewer than four organizations and he does not have the financial, mortgage industry or information services experience that was held out as a critical qualification for a new director.
Again, I’m not suggesting that Mr. Folino’s operating experience won’t be valuable to the Company or that he will not be an effective director. (As I said, we don’t know and we would like the opportunity to speak with him, get his views and share some of ours directly with him.) Instead, our issue is with your continued insular approach to Board composition; perpetuating the status quo viewpoint, stifling dissent and avoiding alternative perspectives whenever possible.
No doubt you will protest this characterization, and I would expect nothing less. However, a protest is hollow without facts to support it. So let me leave you with an opportunity to provide those facts by answering some basic questions:
- Why did the Board determine not to pursue the highly qualified finance professional we suggested months ago?
- Was that person interviewed, or even contacted?
- What search or advisory firm did the Board use to identify director candidates?
- Did Mr. Folino’s name result from that search? Or was he introduced another way?
- What other candidates did the search firm suggest? Are any still under consideration?
- What other shareholders did you contact for recommendations? What consideration did their candidates receive?
- What was the profile of the other candidates considered by the Nominating Committee before they determined Mr. Folino to be the best choice?
- Who was the next preferred candidate? Is he or she still under consideration?
You may respond that we are not entitled to answers, and I respectfully disagree. You asked for our patience and the time necessary to convince us that going forward the Board would improve its governance procedures and act as true stewards of the Company. My questions go to the very heart of whether you and the Board delivered on that promise, and your duty, to legitimately search for directors who would be qualified and independent thinkers.
I regret that once again we find ourselves at odds. Perhaps the answers to the above questions will surprise and enlighten us, but as things stand, we can only conclude that the Company’s Board has still not moved past the entrenching posture that has been its hallmark for many years.
Sincerely,
Joseph F. Mazzella
Managing Director and General Counsel
cc: Board of Directors
About Highfields Capital Management:
Highfields Capital Management is an $11 billion value-oriented investment management firm which manages private investment funds for endowments, charitable and philanthropic foundations, pension funds and other institutional and private investors. Highfields' funds invest worldwide in public and private companies across a wide variety of industries and security types. The firm was founded in 1998 and is based in Boston, MA.