URS has reached an agreement with shareholder JANA Partners, LLC, which owns slightly less than 10 percent of the company’s stock, to make several changes to its Board of Directors. Under the changes announced earlier this week, URS add four candidates proposed by JANA Partners to its Board of Directors, effective March 27—Diane Creel, who previously served as as Chairman, Chief Executive Officer and President of Ecovation, Inc., a subsidiary of Ecolab Inc.; William Schumann, III, , who serves as the non-executive Chairman of the Board of Directors of Avnet, Inc.; David Siegel, President and CEO of Frontier Airlines; and V. Paul Unruh, who previously served as vice chairman of Bechtel Group, Inc. Two current members of URS’ board— Donald Knauss and William Sullivan—will not stand for re-election at the company’s 2014 annual meeting.
In addition, URS will form a “Value Creation Committee” in its Board of Directors consisting of four members, two of which will be among those put forth by JANA Partners. The committee will “evaluate all options for enhancing shareholder value, including by engaging an investment bank to conduct a strategic review of the Company’s business segments, operations and capital structure; and reviewing the Company’s management compensation structure to enhance alignment with shareholder value creation,” a URS release says. Two of the new directors will also be named to the URS board’s CEO Succession Committee. Barry Rosenstein, Managing Partner of JANA Partners, said in the release, “We have appreciated our constructive dialogue with Martin Koffel and his team. We share their view that the Company is significantly undervalued, particularly given its strong cash flows and the valuable work Martin and his team have done over many years to ensure that URS is well-positioned to meet the needs of its clients. I am confident that the addition of four highly-qualified directors and the formation of the Value Creation Committee will help unlock this value for all shareholders.”
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