Forest Laboratories Inc. (FRX) issued a statement in response to a Form 13D filing with the Securities and Exchange Commission or SEC by High River Limited Partnership and other entities affiliated with Carl Icahn, stating an intention to nominate a minority slate of candidates, including Eric Ende, for election to Forest's Board of Directors at the Company's 2012 Annual Meeting.
With the exception of Ende, who was one of the nominees that Icahn unsuccessfully put forth at the 2011 Forest Annual Meeting, Icahn's proposed slate of nominees has not yet been identified, Forest Laboratories said.
Forest Laboratories said that If Icahn makes the nomination, the Nominating and Governance Committee of Forest's Board would evaluate the nominees and make a recommendation.
The company said all of its directors are up for reelection at the 2012 Annual Meeting.
Howard Solomon, Chairman, Chief Executive Officer and President of Forest said, "We always value constructive input from our shareholders, but we are puzzled and disappointed that Mr. Icahn's first chosen method of engagement since last year is the threat of yet another proxy contest."
Solomon noted that all three of the new independent directors are members of the Compensation Committee; Coughlin serves as the chairman of the Audit Committee; Lieberman serves as chairman of the Nominating and Corporate Governance Committee; and Saunders serves on Board Compliance Committee.
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