GenCorp. Averts a Proxy Fight

The resignation of Terry Hall from his posts as chairman, president and CEO of GenCorp was part of an agreement with investors and will thwart a proxy fight at its upcoming annual meeting later this month.

J. Scott Neish, vice president of GenCorp and president of Aerojet-General Corp., will serve as interim CEO an president of GenCorp. A search committee, chaired by Lichtenstein, is seeking candidates to fill the role on a permanent basis. Once appointed, the new chief executive officer will be added as the ninth member of the board.

Hall’s resignation from the aerospace company is effective immediately. "We are pleased that this matter has been resolved in a manner that serves the best interests of the company and all GenCorp shareholders," said Timothy A. Wicks, chairman of the board of GenCorp. “This agreement increases shareholder representation on our Board and is consistent with our commitment to good corporate governance and accountability to shareholders. We look forward to working with our new directors to build value for all GenCorp shareholders.”

Per agreement, the GenCorp board of directors named three nominees recommended by Steel Partners, effective today. The new board members are Warren G. Lichtenstein, James R. Henderson and Martin Turchin. Three current directors, Charles F. Bolden Jr., James J. Didion and James M. Osterhoff will not stand for re-election at the annual meeting. Bolden previously said he would to stand for re-election, reducing the size of the board to eight.

The board will recommend that shareholders vote for the following slate of directors: Henderson, Lichtenstein, David A. Lorber, Todd R. Snyder, Turchin, Timothy A. Wicks, Sheila E. Widnall, and Robert C. Woods. Steel Partners has agreed to vote its shares in favor of the slate and will file no contest with respect to the election of directors before the 2010 annual meeting.