Texas Industries shareholder's nominees, proposals receive support of fourth proxy firm

By Lisa Kerner

Charlotte, N.C., Oct. 16 - Glass, Lewis & Co. recommended that Texas Industries, Inc. shareholders vote in favor of two of Shamrock Activist Value Fund, LP's three nominees to the company's board of directors and for all three of its corporate governance shareholder proposals at the annual meeting on Thursday, Shamrock announced on Friday.

Shamrock did not provide the names of the two nominees recommended by the proxy advisory firm.

According to Shamrock, Glass Lewis is the fourth independent proxy advisory firm to support its efforts.

RiskMetrics Group, Proxy Governance, Inc. and Egan-Jones Proxy Services all previously recommended that Texas Industries shareholders vote the white proxy card for all three Shamrock nominees and for all three of its corporate governance shareholder proposals.

Shamrock's nominees are Marjorie L. Bowen, formerly a managing director at Houlihan Lokey Howard & Zukin; Dennis A. Johnson, managing director of Shamrock Capital Advisors, Inc.; and Gary L. Pechota, president and chief executive officer of DT-Trak Consulting, Inc., a medical coding, billing and data-entry services company.

The shareholder, with a 10.2% stake in the company, will propose at the annual meeting that Texas Industries:

• Declassify its board;

• Provide for majority voting in all uncontested elections of directors and require any incumbent who does not receive a majority of the votes cast to resign; and

• Submit Texas Industries' poison pill to a shareholder vote no later than the 2010 annual meeting.

As previously reported, Texas Industries' efforts to settle the proxy battle privately with Shamrock have been unsuccessful.

NNS Holding and Nassef Sawiris, along with Southern Asset Management, Inc., previously announced they will vote their shares in favor of Shamrock's proposals.

Southern Asset has a 9% ownership interest, while NNS Holding and Sawiris have a 14.87% stake in the Dallas-based construction materials company.

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