We note that the Board has de minimis ownership of the Company’s shares.

All of this gives us serious concerns about the current Board’s sense of urgency and alignment of interests with the Company’s owners. We are aware that our concerns are shared by a number of other large stockholders, and are of the impression that there has been little action taken, despite these concerns having been voiced directly to members of the Board on multiple occasions in the past. Accordingly, we believe that it is important to add new Board members who will bring focus and urgency to the implementation of potential value-creating initiatives, including:
  • The immediate commencement of a $2 billion share repurchase program to both take advantage of the current valuation discount, and establish a more appropriate capital structure in-line with other prudently capitalized industry participants; and
  • A review of the Company’s growth capital expenditure budget and acquisition and divestiture strategy, to ensure that stockholder capital is being directed to those areas that offer the highest possible long-term return.

We reiterate that we are interested in having a constructive dialogue with Mr. Wallace, Mr. Simoncini and the other directors regarding this positive program for value creation.

Sincerely,
 
MARCATO CAPITAL MANAGEMENT LLC
 

By: /s/ Richard T. McGuire
Name: Richard T. McGuire
Title: Managing Member

 
 
 
OSKIE CAPITAL MANAGEMENT, LLC
 
 
 

By: /s/ David Markowitz
Name: David Markowitz
Title: Managing Member

 

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