BMC Agrees to Nominate Elliott Picks to Expanded Board

BMC Software Inc. (BMC), after pressure by investor Elliott Associates LP to consider a sale, said it has agreed to nominate two directors chosen by Elliott to its board.

BMC increased the size of its board to 12, effective as of its annual shareholder meeting set for July 25, the Houston- based company said in a statement today. Elliott agreed to withdraw its slate and support BMC’s selections.

BMC, a maker of software to manage corporate computer networks, adopted takeover defenses in May after Elliott amassed a stake of more than 5 percent and said it would seek five board seats to push for a sale. With the agreement today, BMC can focus on sales growth and avoid a prolonged standoff that could have caused it to lose some customers, said Abhey Lamba, an analyst at Mizuho Securities USA Inc.

“The agreement implies that the company is unlikely to be acquired in the near term,” Lamba said in a research report today.

The stock decreased 0.4 percent to $42.42 at 9:49 a.m. in New York. Through yesterday, the stock had surged 30 percent this year.

“BMC’s board and senior management team remain highly committed to enhancing value for all BMC stockholders,” Chief Executive Officer Bob Beauchamp said in the statement.

John Dillon, former Chief Executive Officer at Inc. (CRM), and Jim Schaper, chairman at software-maker Infor Global Solutions Inc., were chosen by Elliott to join BMC’s slate.

BMC “possesses significant value which can be realized through a variety of pathways,” said Jesse Cohn, Elliott portfolio manager, in the statement.

To contact the reporter on this story: Lisa Rapaport in New York at

To contact the editor responsible for this story: Tom Giles at

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