CST Board Battle Brewing?

Stockholder group intends to nominate director candidates to c-store retailer’s board

By 
Samantha Oller, Senior Editor/Fuels, CSP

Mitch Morrison, Vice President & Retail Executive Platform Director, Winsight

CST Corner Store

HOUSTON – Contending that CST Brands Inc. is not creating sufficient value, stakeholder JCP Investment Management LLC said it intends to put forth a slate of candidates for the convenience-store retailer’s board of directors at the company’s annual shareholders’ meeting expected in June.

The move is the latest in a three-month battle centered on the performance of the San Antonio-based retailer, which in recent months has broadened a new foodservice program, unveiled a new store look and undertaken initiatives to boost shareholder value.

But on Wednesday, JCP, which played an active role in replacing part of the board at The Pantry, said it remains disappointed by CST’s lack of progress on its operational initiatives and believes that “there is tremendous value and opportunity to be realized in the company.”

JCP is calling for “new, independent directors with fresh perspective, industry experience and capital allocation backgrounds,” it said in the press statement announcing its intentions. It “has identified potential nominees with direct and relevant experience in the convenience-store industry, including individuals with a broad range of retail and restaurant company experience who have strong ties to Texas, where most of CST’s business occurs.”

It did not name those potential candidates.

CST’s Current Independent Board Members (click here for bios):

  • ​Donna M. Boles (director since 2013)
  • Roger G. Burton (director since 2013)
  • Ruben M. Escobedo (director since 2013)
  • Denise Incandela (director since 2013)
  • William G. Moll (director since 2013)
  • Joseph E. Reece (director since 2015)
  • Alan Schoenbaum (director since 2013)
  • Stephen A. Smith (director since 2014)
  • Michael H. Wargotz (director since 2013)

Permanent Members:

  • Kim Lubel
  • Joe Topper

“JCP looks forward to a constructive engagement with the board,” the investment firm said Wednesday. “However, if no agreement can be reached, JCP intends to formally nominate and pursue the election of its nominees to the board and more fully engage with CST’s shareholders regarding its plans for the company.”

Continued on next page.

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Mitch Morrison Winsight CSP By Mitch Morrison, Vice President & Retail Executive Platform Director, Winsight
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