NEW YORK (Reuters) – Glass Lewis has recommended that shareholders of Noble Energy Inc <NBL.O> vote in favor of the energy producer’s proposed $5 billion acquisition by Chevron Corp <CVX.N>, the proxy advisory firm said in a statement on Friday.
Chevron announced its proposal to buy Noble Energy for $5 billion in stock on July 20. It represented the first big energy deal since the coronavirus pandemic crushed global fuel demand and sent crude prices to historic lows.
In supporting the transaction, Glass Lewis said it found the proposal to be “both strategically and financially compelling” to Noble investors, with the combined company offering a number of benefits that would be unavailable to Noble as a standalone entity.
However, Glass Lewis said Noble’s shareholders should vote against “excessive” payments to certain Noble Energy executives, including Chief Executive David Stover, which would be triggered by the sale of the company.
“Although the company may have been contractually and legally obligated to make these payments due to employment agreements, we believe shareholders should question whether the size of these awards is the best use of company capital,” it said.
Such change-of-control payments are designed, in the event of a sale of the company, to compensate executives, who may find themselves redundant given there is unlikely to be enough roles in the combined company for both management teams.
Noble shareholders are due to vote on the Chevron deal on Oct. 2. The deal has also been recommended by fellow proxy adviser Institutional Shareholder Services (ISS).
Earlier this month, a notice posted on the U.S. Federal Trade Commission’s website showed that Elliott Management Corp had amassed an undisclosed stake in Noble. While the hedge fund has a history of showing up after deals are announced to seek a better price, it never came out publicly against Noble’s deal with Chevron.
(Reporting by David French in New York; Editing by Chizu Nomiyama, Steve Orlofsky and Tom Brown)