Texas Industries Inc.’s management and the company’s third-largest shareholder have been unable to settle a proxy fight in private talks, according to statements by both sides Monday, setting the stage for a showdown at TXI’s annual meeting on Oct. 22.
The battle erupted in June, when Shamrock Activist Value Fund LP accused Dallas-based TXI of making poor management decisions that eroded shareholder value.
The fund went on to nominate three directors for TXI’s board, and it proposed three shareholder resolutions that it said would improve corporate governance.
The two sides have been unable to resolve their differences, they said in separate statements Monday.
"We are certainly disappointed with Shamrock’s lack of interest in a cooperative agreement," said Mel Brekhus, chief executive of TXI, the largest cement producer in Texas and a major cement producer in California.
Shamrock fired back, calling Brekhus’ comments "inaccurate and disingenuous." The fund is part of Shamrock Holdings Inc., a Burbank, Calif.-based firm that oversees the investments of Walt Disney Co. heir Roy Disney.
"We had hoped our good faith settlement talks could have resulted in the adoption of appropriate change at Texas Industries," Shamrock said in a statement. "But the management and board of Texas Industries once again appears more concerned with preserving their position than being responsive to the concerns of shareholders."