BMC Software Inc. (BMC) Tuesday has reached an agreement with Elliott Associates L.P. and Elliott International L.P., funds affiliated with Elliott Management Corp. in connection with the company's 2012 Annual Meeting of Stockholders scheduled for July 25.
Under the terms, the BMC Board has increased its size to 12 directors, effective as of the 2012 Annual Meeting.
After review by BMC's Corporate Governance & Nominating Committee, John Dillon and Jim Schaper have been added to the slate of existing BMC director candidates recommended by the BMC Board for election at the 2012 Annual Meeting.
In addition, Elliott has withdrawn its notice of nomination of all of its director candidates to the BMC Board and has agreed to vote its shares in favor of each of the BMC Board's nominees at the 2012 Annual Meeting.
Furthermore, Elliott has agreed to abide by certain "standstill" restrictions.
Upon the election of the revised slate, 11 of BMC's 12 directors will be independent. Also under the terms, upon election, Dillon will serve as a member of the Mergers and Acquisitions Committee and Schaper will serve as a member of the Compensation Committee.
BMC CEO Bob Beauchamp said, "BMC's Board and senior management team remain highly committed to enhancing value for all BMC stockholders. We believe this settlement with Elliott is an excellent outcome that will serve all BMC stockholders well..."
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