The Shareholder Committee for the Future of Ferro Comments On Glass Lewis Report

  The Shareholder Committee for the Future of Ferro Comments On Glass Lewis
                                    Report

Despite Recommendation, Glass Lewis Cannot Ignore Destruction of Shareholder
Value and Operational and Governance Concerns at Ferro

Glass Lewis Still Has "Reservations" About Certain Board Members

The Committee Urges Shareholders to Support its Efforts and Vote the GREEN
Proxy Card

PR Newswire

GREENWICH, Conn., May 6, 2013

GREENWICH, Conn., May 6, 2013 /PRNewswire/ --The Shareholder Committee for
the Future of Ferro, a significant shareholder of Ferro Corporation (NYSE:
FOE), today commented on the report issued by Glass, Lewis & Co. ("Glass
Lewis") in connection with Ferro's upcoming annual meeting of shareholders.
While disappointed with Glass Lewis' overall recommendation, the Committee is
pleased that Glass Lewis recognizes that there are areas of concern, both
operationally and governance related, at Ferro that "have resulted in the
destruction of shareholder value and, at times, the disregard of shareholder
interests."

Jeffry N. Quinn, Chairman and Chief Executive Officer of Quinpario Partners,
LLC and Committee nominee, stated, "We are pleased that Glass Lewis recognizes
that 'based on Ferro's historical operating and share-price performance alone,
a strong case can be made that change is needed.' However, we believe Glass
Lewis is too quick to attribute Ferro's recent improvements to the Board's
self-described 'strategic plan.'In our opinion, the Board's recent
initiatives have been reactive to shareholder pressure. More importantly, as
Glass Lewis notes in its report: 'To be sure, three months of somewhat
improved results does not make up for years of underperformance.'"

David A. Lorber, Co-Founder of FrontFour Capital Group LLC and Committee
nominee, continued, "We greatly appreciate the strong support from
shareholders who have already voted for the Committee's nominees and urge all
shareholders to vote their GREEN proxy card today to elect all three of the
Committee's director nominees."

Excerpts From Glass Lewis' Report

On Ferro's Poor Performance

"Beginning with Ferro's overall performance, the Company's total shareholder
return has decidedly underperformed the return of peers and the broader index
over the last 1-year, 3-year and 5-year periods."

"Operationally, Ferro has also underperformed peers in prior years."

"[Ferro's] historical return on capital has been choppy at best."

On Ferro's Unflattering Pay-For-Performance Record

Glass Lewis gave Ferro a C grade under its proprietary pay-for-performance
model. The Glass Lewis report also included Ferro's historical compensation
grades:

FY 2011: F grade
FY 2010: C grade
FY 2009: C grade

On Ferro's History of Significant Withhold Votes and Poor Governance

"From a governance perspective, we recognize that current board members have
failed shareholders, some more than others."

"Looking at prior annual meetings, shareholders have voiced their displeasure
with the performance of the board by withholding votes from specific directors
in large percentages."

"We believe the high withhold votes stem, in part, from ongoing shareholder
concerns relating to the board's failure to implement a shareholder proposal
that was approved by a majority of votes at the 2010 annual meeting, and its
failure to remove directors that received majority withhold votes in 2011.
Specifically, at the 2010 annual meeting a shareholder proposal requesting
that the Company opt out of the Ohio Share Acquisition Control Act was
approved by a majority of votes, but the board did not implement this proposal
by the time of its 2011 or 2012 annual meeting."

"In our view, directors sit on a board to represent the interests of
shareholders, and the governance committee should heed the voice of
shareholders and act to remove directors not supported by shareholders or
correct the issues that raised shareholder concern."

"However, we remain concerned by the board's failure to take action for two
years following the 2010 annual meeting, seemingly ignoring the sentiments of
a majority of its shareholders in 2011 and 2012."

On Ferro's Failure to Engage A. Schulman on its Acquisition Proposal

"We join the chorus of Ferro shareholders who believe the board could have
handled the potential acquisition talks with Schulman more effectively."

"Still, we believe the board should seriously consider any offer that may
reasonably represent the best opportunity to maximize shareholder value. In
our view, a potentially higher offer from Schulman could be such an
opportunity."

"Therefore, the Ferro board should re-engage with Schulman to ensure that it
has adequately explored this potential option for enhancing shareholder
value."

The Committee urges shareholders to support its efforts and vote the GREEN
Proxy Card. Shareholders requiring assistance in obtaining or voting a Green
Proxy Card should contact the Committee's proxy solicitor, Okapi Partners LLC,
toll free at (877) 566-1922 or by e-mail at info@okapipartners.com.

Investors Contact:

David Lorber
FrontFour Capital Group LLC
203-274-9050

Bruce Goldfarb/Pat McHugh/Chuck Garske
Okapi Partners
212-297-0720

SOURCE FrontFour Capital Group LLC
 
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