Ebix Inc., a software supplier to the insurance industry, agreed to add two new members to its board of directors after reaching an agreement with activist investor Barington Capital Group LP.
Ebix will nominate Barington co-founder James Mitarotonda and another of the firm’s suggested directors, Joseph R. Wright, for election to the board, according to a statement today. New York-based Barington, which represents investors owning more than 1.6 percent of Ebix shares, agreed to back the nominees and “customary standstill provisions” which usually limit how much stock a firm can amass.
Barington had suggested four independent director nominees including Mitarotonda, and requested talks after acquiring a “significant” stake in Ebix, according to a Nov. 11 letter. Ebix has underperformed its public peers for at least five years, weighed down by unresolved regulatory probes, lawsuits and the need for improved disclosures and governance, Mitarotonda wrote last month.
Activist investors generally amass a stake in a company’s public stock and pressure management and directors make changes they believe will boost shareholder returns. Barington also recently targeted Darden Restaurants Inc., owner of the Olive Garden chain, alongside fellow activist Starboard Value LP.
Starboard in October persuaded investors to replace that company’s entire board after an unpopular sale of its Red Lobster chain to Golden Gate Capital.
Ebix provides software solutions to insurers in Australia, Brazil, Canada, India, New Zealand, Singapore, the U.S. and U.K.
In the November letter, Barington questioned the company’s abandoned go-private deal with Goldman Sachs Group Inc. The $20- a-share deal was announced May 1, 2013 and terminated June 19 the same year amid regulatory probes and investor lawsuits.
After its shares rose 10 percent this year, Ebix ended trading last week at $16.21, giving it a market value of about $595 million.
The fund also questioned Ebix’s CEO compensation structure, communication on the status of probes, and the company’s “modest” organic revenue growth versus focus on acquisitions, among other issues.