Terra Re-appoints Board Members

Terra Industries has taken steps to expand its board of directors to 11 members. The move comes on the heels of CF Industries electing three of its own nominees to the Terra board.

• CF Industries’ Director Nominees Elected To Terra Board

Two days after Terra Industries welcomed three CF Industries nominees to its board of directors, the company has decided to add three additional slots. The new directors will be Martha O. Hesse, Dennis McGlone, and Henry R. Slack, who would have otherwise left the board due to the victory of the CF nominees. According to Terra, the board believes the company’s shareholders will benefit most by combining the experience of the returning members with the new perspective of the three CF members — John Lilly, David Wilson, and Irving Yoskowitz.

CF expected this move may come, as was written in a Nov. 13 CF letter to Terra shareholders.

"We understand that, under Maryland law, the Terra board of directors could re-appoint those directors to the Terra board," said CF chairman, president, and CEO Stephen Wilson. "If the Terra board decided to take such action in the exercise of its fiduciary duties (without disenfranchising stockholders through increasing the size of the board beyond what would result from reappointing those directors), we would not be in a position to object."

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