US – American manufacturer of metal beverage and food cans Crown Holdings has appointed Jesse Lynn and Andrew Teno to its board, effective immediately.
The company agreed with Icahn Enterprises L.P., whereby Jesse Lynn and Andrew Teno, General Counsel of Icahn Enterprises and Portfolio Manager of Icahn Capital, respectively, to allow the two directors to join its board.
Mr. Lynn and Mr. Teno will also stand for election at the Company’s upcoming 2023 Annual Meeting of Shareholders (“2023 AGM”), and Crown has agreed to include Mr. Teno and Mr. Lynn on its recommended slate of nominees for election at the Company’s 2023 AGM.
With the additions of Mr. Lynn and Mr. Teno, the Crown Board will expand to 13 directors, 12 of whom are independent.
Jesse A. Lynn has been the general counsel of Icahn Enterprises L.P., since 2014. From 2004 to 2014, Mr. Lynn was Assistant General Counsel of Icahn Enterprises.
Mr. Lynn has also been a director of Xerox since November 2021; FirstEnergy since March 2021; and Conduent Incorporated since April 2019.
Meanwhile, Andrew Teno has been a portfolio manager of Icahn Capital LP, the investment management subsidiary of Icahn Enterprises L.P. since October 2020.
He has also been a director of Southwest Gas since May 2022; FirstEnergy since March 2021; and Herc Holdings Inc. since February 2021.
Since 2019, the Company has refreshed over half the Board and added eight new independent directors, including the appointments announced today.
Timothy J. Donahue, Chairman, President, and Chief Executive Officer said: “We have valued the constructive dialogue we have had with the Icahn team over the last several weeks.
“We welcome Jesse and Andrew to the Board and look forward to working together to deliver enhanced value for Crown shareholders.”
Carl Icahn, Chairman of the Board of Directors of Icahn Enterprises said: “We have appreciated Crown’s constructive engagement, and we welcome the opportunity to work closely with the Company to deliver value to shareholders.”
Pursuant to the Director Appointment and Nomination Agreement, Icahn Enterprises, which owns 8.5% percent of Crown’s outstanding common stock, has agreed to a customary standstill, voting commitments and other provisions.
The Director Appointment and Nomination Agreement between the Company and Icahn Enterprises will be filed on a Form 8-K to be filed with the Securities and Exchange Commission.
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