Egan-Jones Joins Glass Lewis in Recommending That Ferro Shareholders Vote ‘FOR’ the Election of All Ferro Board Nominees

  Egan-Jones Joins Glass Lewis in Recommending That Ferro Shareholders Vote
  ‘FOR’ the Election of All Ferro Board Nominees

      Egan-Jones Recommends Shareholders Vote the WHITE Proxy Card Today

Business Wire

CLEVELAND -- May 07, 2013

Ferro Corporation (NYSE: FOE, the “Company”) today announced that Egan-Jones
Proxy Services (Egan-Jones), one of the nation’s leading proxy advisory firms,
has recommended that their clients vote “FOR” the Company’s directors –
Richard C. Brown, Gregory E. Hyland and Ronald P. Vargo – on the WHITE proxy
card at the 2013 Annual Meeting of Shareholders to be held on May 15, 2013.

In its report dated May 6, 2013, Egan Jones stated:*

  *“[W]e believe that voting the management ballot and voting for
    management’s nominees is in the best interest of the Company and its
  *“We believe that the Company’s strategy and execution are realizing
    results beneficial to the shareholders.”
  *“[W]e believe that the dissidents have not offered a persuasive strategic
    plan that would likely maximize shareholder value.”
  *“[E]fforts being made by the dissidents could disrupt the ongoing efforts
    of the management toward implementation of its strategic plan.”
  *“In our view, the current management slate, as contrasted with the
    dissidents' nominees, possess relevant, valuable skills and expertise
    which should help the Company deliver on its ongoing plan for shareholder
    value maximization. Hence, no change is warranted.”

Ferro issued the following statement in connection with the Egan Jones proxy
advisory report:

We are pleased that Egan-Jones has joined Glass Lewis in its recommendation
that Ferro shareholders vote for all of the Company’s nominees. The Ferro
Board of Directors believes that the continued execution of the value creation
strategy offers the greatest value to all Ferro shareholders. The Board has
proven that it can drive value in the short-term, as demonstrated by Ferro’s
strong first quarter results, while executing on a strategy designed to
produce even greater long-term value.

We strongly urge all Ferro shareholders to follow the recommendation of two
out of the three leading proxy advisory firms and protect the value of their
investment by voting “FOR” the Company’s directors on the WHITE proxy card.


We encourage shareholders to vote their WHITE proxy card by telephone or by
Internet to ensure that their shares are represented at the May 15th Annual

If you have questions about how to vote your shares on the WHITE proxy card,
please contact the firm assisting us in the solicitation of proxies:

Shareholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833

We urge you NOT to sign any Green proxy card sent to you by the FrontFour
Group, even as a protest vote. If you have previously submitted a Green proxy
card, you can revoke that proxy by using the enclosed WHITE proxy card to vote
by telephone or by Internet.

*Permission to use quotations was neither sought nor obtained. Ferro does not
by its reference above imply its endorsement of or concurrence with such
opinions, estimates, or forecasts.

Ferro’s definitive proxy materials are available on the SEC's website at

About Ferro Corporation

Ferro Corporation ( is a leading global supplier of
technology-based performance materials and chemicals for manufacturers. Ferro
products are sold into the building and construction, automotive, appliances,
electronics, household furnishings, and industrial products markets.
Headquartered in Mayfield Heights, Ohio, the Company has approximately 4,700
employees globally and reported 2012 sales of $1.8 billion.

Cautionary Note on Forward-Looking Statements

Certain statements in this press release may constitute "forward-looking
statements" within the meaning of Federal securities laws. These statements
are subject to a variety of uncertainties, unknown risks, and other factors
concerning the Company's operations and business environment. Important
factors that could cause actual results to differ materially from those
suggested by these forward-looking statements and that could adversely affect
the Company's future financial performance include the following:

-- demand in the industries into which Ferro sells its products may be
unpredictable, cyclical, or heavily influenced by consumer spending;

-- Ferro's ability to successfully implement its value creation strategy;

-- Ferro's ability to successfully implement and/or administer itscost-saving
initiatives, including its restructuring programs, and to produce the desired
results, including projected savings;

-- restrictive covenants in the Company's credit facilities could affect its
strategic initiatives and liquidity;

-- Ferro's ability to access capital markets, borrowings, or financial

-- the effectiveness of the Company's efforts to improve operating margins
through sales growth, price increases, productivity gains, and improved
purchasing techniques;

-- the availability of reliable sources of energy and raw materials at a
reasonable cost;

-- currency conversion rates and economic, social, regulatory, and political
conditions around the world;

-- Ferro's presence in certain geographic regions, including Latin America and
Asia-Pacific, where it can be difficult to compete lawfully;

-- increasingly aggressive domestic and foreign governmental regulations on
hazardous materials and regulations affecting health, safety, and the

-- Ferro's ability to successfully introduce new products or enter into new
growth markets;

-- sale of products into highly regulated industries;

-- limited or no redundancy for certain of the Company's manufacturing
facilities and possible interruption of operations at those facilities;

-- Ferro's ability to complete future acquisitions or dispositions, or
successfully integrate future acquisitions;

-- competitive factors, including intense price competition;

-- Ferro's ability to protect its intellectual property or to successfully
resolve claims of infringement brought against the Company;

-- management of Ferro's general and administrative expenses;

-- Ferro's multi-jurisdictional tax structure;

-- the impact of the Company's performance on its ability to utilize
significant deferred tax assets;

-- the effectiveness of strategies to increase Ferro's return on capital;

-- the impact of operating hazards and investments made in order to meet
stringent environmental, health, and safety regulations;

-- stringent labor and employment laws and relationships with the Company's

-- the impact of requirements to fund employee benefit costs, especially
post-retirement costs;

-- implementation of new business processes and information systems;

-- the impact of interruption, damage to, failure, or compromise of the
Company's information systems;

-- exposure to lawsuits in the normal course of business;

-- risks and uncertainties associated with intangible assets;

-- Ferro's borrowing costs could be affected adversely by interest rate

-- liens on the Company's assets by its lenders affect its ability to dispose
of property and businesses;

-- Ferro may not pay dividends on its common stock in the foreseeable future;

-- other factors affecting the Company's business that are beyond its control,
including disasters, accidents, and governmental actions.

The risks and uncertainties identified above are not the only risks the
Company faces. Additional risks and uncertainties not presently known to the
Company or that it currently believes to be immaterial also may adversely
affect the Company. Should any known or unknown risks and uncertainties
develop into actual events, these developments could have material adverse
effects on our business, financial condition, and results of operations.

This release contains time-sensitive information that reflects management's
best analysis only as of the date of this release. The Company does not
undertake any obligation to publicly update or revise any forward-looking
statements to reflect future events, information, or circumstances that arise
after the date of this release. Additional information regarding these risks
can be found in our Annual Report on Form 10-K for the period ended December
31, 2012.


Ferro Corporation
Investor Contact:
John Bingle, 216-875-5411
Treasurer and Director of Investor Relations
Media Contact:
Mary Abood, 216-875-5401
Director, Corporate Communications
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