B/E Aerospace Co-Founder Quits Seat Sought by Relational

Robert Khoury, who co-founded B/E Aerospace Inc. (BEAV) with brother Amin Khoury, resigned from the board seat targeted by activist fund Relational Investors LLC, the company said today in a filing.

Khoury’s departure, effective June 10, cleared the way for David Anderson, Honeywell International Inc.’s former chief financial officer, to become a director of the aerospace supplier as it splits into two publicly traded companies.

Relational, co-founded by Ralph Whitworth and David Batchelder, nominated two directors at B/E Aerospace before the manufacturer postponed its annual meeting amid the strategic review that led to the restructuring, two people familiar with the matter said.

The six-member board has two director positions to be elected, one of which was held by Robert Khoury. Amin Khoury, B/E’s co-chief executive officer, will run in his brother’s place, according to today’s filing. The company hasn’t yet announced a new date for the annual meeting.

B/E, known for making aircraft seats, also supplies aircraft beverage makers, galley chillers, oxygen and lighting systems, and aerospace fasteners. It also has made a foray into the business of distributing oil and gas equipment.

Amin Khoury, 75, co-founded the company with his brother in 1987. As co-CEO, Amin Khoury has been splitting his executive duties with Chief Operating Officer Werner Lieberherr since the start of the year.

Record Backlogs

B/E’s aviation sales have grown as planemakers Boeing Co. and Airbus Group NV compiled a record backlog of more than 10,000 orders, according to data compiled by Bloomberg Industries. Revenue at the commercial-aircraft and business-jet operations reached $2.2 billion in 2013, out of $3.48 billion companywide.

Relational’s holdings include stakes in oil and gas producer Hess Corp., agricultural commodity processor Bunge Ltd., snacks supplier Mondelez International Inc., X-ray machine maker Hologic Inc. and air-conditioning manufacturer Ingersoll-Rand Plc, according to its most recent holdings disclosures. Third Point LLC, the hedge fund run by Daniel Loeb, exited its B/E holdings in the first quarter, according to a May regulatory filing.

Founded in 1996, Relational buys stakes in companies it considers undervalued and then lobbies management and boards for changes to boost investor returns. In recent years, the firm has targeted industrial companies including equipment manufacturer SPX Corp., bearings maker Timken Co., machinery builder Illinois Tool Works Inc. and hazardous waste disposer Clean Harbors Inc.

B/E shares fell 6.3 percent this week after the company disclosed plans to split into two companies by early 2015, ruling out the possibility of a quick profit from a sale for investors hoping to gain from Relational’s involvement.

To contact the reporter on this story: Julie Johnsson in Chicago at jjohnsson@bloomberg.net

To contact the editors responsible for this story: Ed Dufner at edufner@bloomberg.net Stephen West, Ben Livesey

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