Magellan Health enters agreement with Starboard for four new directors

Magellan Health announced that it has entered into an agreement with Starboard Value, which owns approximately 9.8% of the company’s outstanding common stock. Under the terms of the agreement, four new independent directors will join the Magellan Health Board of Directors effective immediately: Peter Feld, Managing Member and Head of Research of Starboard; Leslie Norwalk, Strategic Counsel to Epstein Becker Green and former Acting Administrator for the Centers for Medicare & Medicaid Services; Guy Sansone, Managing Director at Alvarez & Marsal; and Steven Shulman, former Chairman and CEO of Magellan Health. The four new independent directors will be included in the company’s slate of directors standing for election at the 2019 Annual Meeting. Following the 2019 Annual Meeting, the Magellan Health Board will be comprised of 10 directors, including the four new independent directors. In addition, the Magellan Board will form a Strategic Committee of independent directors including: Michael Diament; Peter Feld, who will chair the Strategic Committee; Scott Mackenzie; and Steven Shulman. Starboard has agreed to withdraw its slate of alternate nominees and vote its shares in favor of all of the Magellan Health Board’s director nominees and, subject to certain conditions, vote in accordance with the Board’s recommendations on all other proposals at the 2019 Annual Meeting. Starboard also has agreed to abide by certain standstill provisions through the earlier of 15 business days prior to the deadline for the submission of shareholder nominations for the company’s 2020 Annual Meeting and 90 days prior to the first anniversary of the 2019 Annual Meeting.

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