UPDATE 2-Proxy group backs 2 of 5 dissident CSX directors

Mon Jun 16, 2008 9:12pm EDT
 
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(Adds Egan Jones recommendation)

BOSTON, June 16 (Reuters) - Shareholder advisers Proxy Governance recommended on Monday that shareholders of CSX Corp (CSX.N) back two of five board nominees proposed by activist shareholders of the U.S. railroad, while another service recommended a vote for CSX's directors.

Alexandre Behring and Gilbert Lamphere would provide experience and spur debate on the board about cost savings and productivity at the Jacksonville, Florida-based railroad, Proxy Governance said.

CSX has been fighting a six-month proxy battle against activist hedge funds The Children's Investment Fund (TCI) and 3G Capital Partners. Shareholders will vote on nominees to the 12-member board at the company's annual shareholder meeting on June 25.

"The dissidents have made a convincing argument that the company could be doing even better and that adding a greater degree of railroad operating experience to the board would make it more informed," Proxy Governance said in a statement.

Behring is managing director of 3G Capital and previously served as chief executive of Latin American railroad company America Latina Logistica. Lamphere has served as a director of the Canadian National Railway Co (CNR.TO) and of the Illinois Central Railroad.

Proxy Governance advised shareholders to withhold votes for Christopher Hohn, managing partner of TCI; Timothy O'Toole, managing director of London Underground and previously CEO of Conrail; and Gary Wilson, who has served as chairman of Northwest Airlines Corp NWA.N and as a director of Progress Rail Services Corp.

Egan-Jones Proxy Services, meanwhile, advised shareholders to vote for the company's directors, and criticized TCI.

"TCI's agenda is damaging and could impair the value of the shareholders," Egan-Jones wrote. "In contrast to the successful strategies implemented by the Board and management team, TCI's interactions with CSX since late 2006 demonstrate a history of unsound ideas that would not have created value for CSX shareholders and, in some cases, would have destroyed value."

Egan-Jones cited several proposals that it considers ill-advised, including a leveraged buyout led by the current management team, taking on debt to buy back shares and freezing expansion capital. (Reporting by Scott Malone, with additional reporting by Robert MacMillan in New York; editing by Andre Grenon and Braden Reddall)

 

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