NEW YORK, June 9, 2015 /CNW/ -- (NASDAQ: MDCA; TSX: MDZ.A)
-- MDC Partners Inc. ("MDC Partners" or the "Company") today
announced several enhanced corporate governance measures and
improved compensation practices. MDC Partners' Board of
Directors conducted a detailed review of its governance structure
as well as best practices, and adopted a number of important
measures. These changes follow recently adopted and
implemented steps to improve and strengthen the Company's internal
controls, policies, and procedures.
Commenting on the new measures, Miles S.
Nadal, Chairman and Chief Executive Officer of MDC Partners,
said, "The Board of Directors and the entire management team are
committed to the highest standards of corporate governance.
We have heard our shareholders and agree that we needed to make
some additional changes and have done so. These initiatives,
as well as those made in 2014 and earlier this year, demonstrate
the high value we place on sound management and board
practices. We are confident that the enhanced corporate
governance alongside our underlying business, which continues to
perform at a very high level, will continue to provide significant
long-term shareholder value."
The new and enhanced corporate governance measures include the
following:
- Commitment to Add New Independent Directors: MDC Partners
has retained Spencer Stuart and
commenced a search to identify two to four new highly qualified
independent director candidates and expects to announce these
appointments once formally approved by the Board of Directors over
the next several months.
- Management Directors: MDC Partners' Board of Directors
and management have mutually agreed to reduce the number of
Management Directors to one – Chairman and CEO Miles Nadal. Effective July 1, 2015, Stephen
Pustil and Lori Senecal will
resign as members of the Board. Ms. Senecal will continue to
serve as Global CEO of Crispin Porter + Bogusky as well as the
President and CEO of the MDC Partner Network, where she has
successfully implemented several new strategic initiatives for the
Company and has the full support of the Board of Directors in her
crucial strategic executive management roles. Mr. Pustil will
continue in his role as Vice Chairman of MDC Partners and as a
member of the Executive Leadership Team.
- Retirement by Other Independent Directors: Clare Copeland and Senator Michal Kirby have confirmed that they will each
retire from the Company's Board of Directors on or before the
expiration of their current one (1) year term in June 2016, in part to facilitate an appropriate
transition of responsibilities to the new independent
directors.
- Improved Compensation Practices: The results of MDC
Partners' "Say on Pay" (53% in favor) was clearly unsatisfactory,
despite the revamped and improved executive compensation program
implemented in 2014. The 2014 improvements included pay for
performance metrics based on predetermined financial targets;
adoption of a new LTIP Plan based on objective financial
performance metrics and Total Shareholder Return (and discontinuing
a practice of equity awards solely based on the lapse of time); and
a waiver by the CEO of his contractual change-in-control excise tax
gross-up provisions. In response to the shareholder vote, MDC
Partners plans to implement several new objective financial
performance metrics for incentives payable to the CEO and all
executive officers, and will retain compensation consultant Mercer
to help implement best practice compensation programs aligned with
enhancing shareholder value. Management is committed to fully
disclosing these additional performance metrics as part of the
Company's future SEC filings. The Company will provide
updates on this initiative as appropriate.
Mr. Nadal commented on the immediately departing Board members,
"I would like to warmly thank Stephen
Pustil and Lori Senecal for
their counsel, service and dedication as valued members of our
Board. Their insights and contribution have been truly
valuable in helping us achieve the significant growth and
substantial shareholder value creation that we have seen in our
business. We look forward to their continued and very valued
contribution as senior executives of the Corporation."
About MDC Partners Inc.
MDC Partners is one of the world's largest Business
Transformation Organizations that utilizes technology, marketing
communications, data analytics, insights and strategic consulting
solutions to drive meaningful returns on Marketing and
Communications Investments for multinational clients in
the United States, Canada, and worldwide.
MDC Partners' durable competitive advantage is to Empower the
Most Talented Entrepreneurial Thought Leaders to Drive Business
Success to new levels of Achievement, for both our Clients and our
Shareholders, reinforcing the Company's reputation as "The Place
Where Great Talent Lives."
MDC Partners' Class A shares are publicly traded on NASDAQ under
the symbol "MDCA" and on the Toronto Stock Exchange under the
symbol "MDZ.A".
Please visit us: www.mdc-partners.com
Follow us on Twitter: http://www.twitter.com/mdcpartners
CONTACT:
Matt Chesler, CFA
VP, Investor Relations
646-412-6877
mchesler@mdc-partners.com
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SOURCE MDC Partners Inc.