Textura just filed an SEC Form 8-K, late on a Friday afternoon, after NASDAQ close, into what we like to call the “memory hole” — i.e., the place where “news (usually negative news) goes… to die out, quietly — not with a bang, but with a whimper….”
In the unscheduled filing, we learn that R. Michael Murray (the former Lead Director), and Robert P. Wayman, each serving as Class III directors, will not stand for re-election this Spring:
…On January 26, 2016, each of R. Michael Murray, Jr. and Robert P. Wayman, current Class III directors of Textura Corporation (the “Company”), indicated that he would not stand for re-election at the Company’s 2016 annual meeting of stockholders. The decisions of Mr. Murray and Mr. Wayman not to stand for re-election were not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices….
This development reduces Textura’s board to six members — and will require a re-balancing of the classes of directors, if Textura wishes to keep the classified board (a form of shark repellant) in place, in an effective manner. So look for that re-balancing, in another unscheduled report, before too terribly long.
This does make me wonder (aloud) what we will hear on the earnings conference call in a few weeks — as to year end results, and 2016 prospects. Clearly the company is struggling through a high level management transition. Were these folks previously supporters of Mr. Allin’s “go it alone” strategy? It seems unlikely that they’d resign now, if they did favor some sort of M&A transaction (given that Mr. Allin is no longer around, to slow that train down, all allegedly). You’ll no doubt recall that Northwater Capital (a large stockholder) has declared itself to be an activist — for just such a transaction.
In any event, here are the bios of Messrs. Murray and Wayman as last filed with the SEC in last year’s proxy statement (at pages 7 and 8):
R. Michael Murray, Jr. has been a director since May 2006. Mr. Murray has, since 1999, been a Director Emeritus of McKinsey & Company, a global management consulting company, a firm he joined in 1967. From 1981 to 1990, he managed the firm’s Chicago office, and has also led McKinsey’s Strategy Practice and Organization Practice. He served on the firm’s Director Committee for ten years and its Shareholder Committee for nine years. Mr. Murray serves on one other for profit company board, Aquilon Energy Services, Inc., the developer of the Energy Settlement Network, and is the Chairman of the board of that company; he also serves on a number of civic and charitable boards of directors and committees thereof, including Aspen Community Foundation and the Aspen Music Festival. Mr. Murray received a B.S. in physics and an M.A. in mathematics from Boston College and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Murray brings to our Board extensive management, leadership and advisory experience gained over an extensive business career….
Robert P. Wayman has been a director since September 2008. In January 2007, Mr. Wayman retired from his position as Chief Financial Officer of Hewlett-Packard Company, a multinational information technology company, a position he held since 1984, and as HP’s Executive Vice President, Finance and Administration, a position he held since 1992. During his 36-year career with HP, Mr. Wayman also served as HP’s interim Chief Executive Officer from February 2005 until March 2005, and as a member of HP’s board of directors from 1993 to 2002 and from February 2005 until March 2007. Mr. Wayman previously served as a director of Sybase Inc. and CareFusion Corporation. Mr. Wayman received a B.S. in engineering and an M.B.A. from Northwestern University. Mr. Wayman brings to our Board extensive business and executive leadership experience, including as a chief financial officer….
So it goes — now you know. Have a safe weekend, one and all.