Sotheby’s Brought Loeb Into Capital Allocation Process, Offered Board Seat. Loeb Running Slate of Three

Just when you thought things were settling down with Sotheby’s, Dan Loeb announces a slate of board candidates and Sotheby’s fires back with these revelations:

Sotheby’s has engaged in extensive discussions with Third Point over the past months in an effort to reach a resolution that would avoid a proxy battle. As part of these discussions, Sotheby’s offered to appoint Daniel S. Loeb to the Sotheby’s Board of Directors, where he would also serve on three committees – the Nominating and Governance Committee, the Audit Committee and the Finance Committee – and proposed customary standstill arrangements.

• Sotheby’s proactively shared non-public information with Third Point (under a standard confidentiality agreement) and considered its views in developing the Company’s recently announced Capital Allocation and Financial Policy Plan and other initiatives;
• Feedback from Mr. Loeb, who, in conversations with management, characterized the Company’s Capital Allocation and Financial Policy Plan as the “right approach,” striking a balance between returning capital to shareholders and continuing to invest in the business;
• Six meetings with Third Point since August 2013, three of which included the lead independent director of Sotheby’s; and
• Numerous conference calls with Third Point and members of the Company’s Board of Directors and management team.

And Loeb spoke to B loomberg about why this wasn’t enough:

“I’ve told them I would be willing to work with them if they put us on the board,” Loeb said today in a telephone interview. “My hope is that we put our differences behind us and work constructively with this board and with the CEO.” […]

“No one’s holding management accountable to formulating a strategy that will make them competitive with Christie’s,” Loeb said in the interview. “It’s more about holding them to the task of putting the right people in the right places to getting the job done.”

Third Point’s Loeb Says Willing to Work With Sotheby’s (Bloomberg)