Finding what’s missing in Owens Corning’s proxy

Proxy season is almost over and the folks here at footnoted are looking forward to turning our attention over to the first quarter Qs, which have already begun to trickle in. Not that proxies aren’t lots of fun — they’re chock full of all sorts of information. But as with all SEC filings, sometimes what’s not there in black and white is much more interesting than what is there.

That’s why we appreciate footnoted friend Ric Marshall, chief analyst at The Corporate Library bringing something that’s MIA from Owens Corning’s (OC) proxy to our attention: a seemingly important detail from the biography of Audit Committee Chair Norman P. Blake.

You see, Blake, who has been a director at Owens since 1992, used to serve on the board of a company called Enron, something you wouldn’t know unless you went all the way back to the proxy that Owens filed in 2000. And, since most people aren’t likely to do that, they’re left with the extensive bio that Owens Corning does provide on Blake:

Norman P. Blake, Jr 68, formerly Chairman, President and Chief Executive Officer of Comdisco, Inc., global technology services, Rosemont, Illinois, until 2002. Director since 2006; formerly a Director of the Predecessor since 1992. A graduate of Purdue University, Mr. Blake also previously has served as Chief Executive Officer of the United States Olympic Committee; Chairman, President and Chief Executive Officer of Promus Hotel Corporation; Chairman, President and Chief Executive Officer of USF&G Corporation; Chairman, President and Chief Executive Officer of Heller International Corporation of Chicago; and Executive Vice President—Financing Operations, General Electric Credit Corporation, General Electric Company. Mr. Blake is a member of the Purdue Research Foundation, Purdue University’s President’s Council and Dean’s Advisory Council, Krannert School of Management and a member of the Board of Trustees of the Army War College Foundation. He is also a member of the Board of Directors of Keraplast Technologies, Ltd. He received his bachelor’s and master’s degrees from Purdue University and is the recipient of the degree of Doctor of Economics honoris causa from Purdue University, granted jointly by the Krannert School of Management and School of Liberal Arts. He has also been awarded The Ellis Island Medal of Honor.

While Blake’s membership on Enron’s board has been whitewashed from Owens’ proxy for the past 10 years, this year, it seems even more significant, in light of the SEC’s new rules (pdf) requiring greater disclosure on the background of board members and their qualifications. Indeed, one would think this would be particularly important, given Blake’s role on Owens’ Audit Committee.

“This is clearly a case of compliance with the letter, but NOT the spirit, of the new regs,” Marshall writes. “The lawyers must have had a field day!” Of course, isn’t that what lawyers are trained to do? Earlier today, Owens filed its 10-Q, which makes us wonder what’s been lawyered-out there.


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