(Corrects paragraph 7 to show that Lawson not a nominee; fixes
paragraph 9 to show Lawson and Elliott did not see violation of
March 8 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
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
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)