Texas Industries investor wants to improve corporate governance

By Lisa Kerner

Charlotte, N.C., Aug. 6 - Shamrock Activist Value Fund, LP said it filed its preliminary proxy statement with the Securities and Exchange Commission nominating three individuals for election to Texas Industries, Inc.'s board of directors at the company's annual meeting on Oct. 22.

The record date for the meeting is Aug. 24, according to a Shamrock news release.

The shareholder'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.

Shamrock, with a 10.2% stake in the company, said it is also bringing three resolutions before shareholders urging Texas Industries to improve its corporate governance practices.

The proposals are to:

• Declassify the Dallas-based construction materials company's currently staggered board of directors;

• 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.

"We believe it is time that this board of directors gets the message that underperformance is not acceptable and that the shareholders, who are the true owners of Texas Industries, expect better oversight of management, improved corporate governance, and more transparent shareholder communication," Johnson said in the release.

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