(Corrects paragraph 7 to show that Lawson not a nominee; fixes paragraph 9 to show Lawson and Elliott did not see violation of non-compete agreement)
March 8 (Reuters) - Elliott Management reported in a regulatory filing that Spirit AeroSystems Holdings has said its former chief executive officer, Larry Lawson, has breached his retirement contract by consulting for the hedge fund during its proxy fight with Arconic Inc.
Elliott hired Lawson as a consultant on Jan. 31, the day it officially launched its proxy fight against Arconic, a specialty metals maker.
Elliott, in its filing with the Securities and Exchange Commission made late on Tuesday, did not disclose the source of its information on Spirit’s position on Lawson.
Spirit and Elliott both declined to comment. Lawson could not be reached immediately.
The claim comes as Elliott and Arconic battle over the future of Arconic and its CEO, Klaus Kleinfeld. Elliott has been putting pressure on Kleinfeld and Arconic since Arconic’s separation from aluminum producer Alcoa Corp late last year.
Arconic’s board has repeatedly said it unanimously supports Kleinfeld, who was Alcoa’s CEO before the split.
Elliott has nominated five directors to be elected to Arconic’s board. Elliott has also said that Lawson, who retired as CEO of Spirit AeroSystems last July, is a strong candidate to be Arconic’s CEO.
In the securities filing, Elliott said Spirit AeroSystems has taken the position that “Lawson’s service as a consultant to Elliott constitutes a breach of the Retirement Agreement” with Lawson, and Spirit has withheld certain payments owed to him. Lawson has a “non-compete” agreement with Spirit that lasts through July 2018, according to the filing.
Elliott said in the filing that neither Lawson nor Elliott believe that Lawson’s work as a consultant nor his potential role as Arconic CEO are in violation of the non-compete.
Elliott said it has compensated Lawson for the payment that Spirit has withheld.
Reporting by Lauren Hirsch and Michael Flaherty; Editing by Leslie Adler and Bill Trott