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July 03, 2013 01:00 AM

Glenview Capital nominates 9th director for HMA board

Beth Kutscher
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    Not one to sit quietly for long, Glenview Capital Management, the hedge fund trying to force a change of control at Health Management Associates, nominated a ninth director to serve on the chain's board.

    The activist investor has already put up a slate of eight nominees in an effort to unseat HMA's current board of directors, which has had the same chairman since April 1986. Glenview announced its ninth contender in both a stock exchange filing and a news release posted on its Revitalize HMA website (PDF).

    The latest Glenview nominee is JoAnn Reed, former chief financial officer and senior vice president of finance at MedCo Health Solutions.

    HMA, for its part, is prepared to go out swinging, if that's what it takes. Last week, it undertook its own appeal to shareholders, calling Glenview's actions an “unnecessary distraction to the company's strategic review process and an attempt to advance (Glenview's) own agenda for the company with its hand-picked nominees.”

    As HMA points out, the timing of Glenview's coup is curious, coming less than two weeks after the chain already said it was reviewing “strategic alternatives”—code for a potential M&A transaction, which Glenview has been angling for all along—and had already summoned financial and legal troops.

    But in its own letter to shareholders, Glenview expressed doubt that HMA's board would seriously consider a deal.

    HMA already held its annual meeting on May 21 to elect its current board, with each of its directors receiving between 79% and 81% of the vote.

    Glenview doesn't need to call a special meeting to have its nominees elected. Its lineup of directors—as a group or individually—will take office if and when they receive consenting voting cards from 50.1% of shares.

    The hedge fund has 60 days to get to 50.1% before it needs to restart the consent solicitation process.

    Follow Beth Kutscher on Twitter: @MHbkutscher

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        • - Value Based Care
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        • - Hospital of the Future (Fall)
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