May 1, 2019 / 1:08 PM / 22 days ago

UPDATE 3-Allergan CEO Saunders wins vote to keep chairman role

(Adds comments from Appaloosa, analyst and share movement)

NEW YORK, May 1 (Reuters) - Allergan Plc shareholders have voted down a nonbinding proposal that sought an immediate split of the roles of chairman and chief executive, with 61.3 percent of shareholders backing Chairman and CEO Brent Saunders.

Billionaire investor David Tepper’s hedge fund Appaloosa LP made the proposal, arguing that drugmaker Allergan currently has a questionable business strategy and excessive pay for executives.

Proxy advisory firms backed keeping the current structure. However, Appaloosa’s success in attracting the votes of a substantial minority highlights the displeasure of many investors.

The voting results represent 85.9 percent of shares eligible to vote, Allergan said in a statement on Wednesday.

“Allergan shareholders are clearly dissatisfied with management’s performance, business strategy and board oversight, as nearly 40 percent of voting shareholders want more pressing change than what the board is offering,” Appaloosa said in a statement.

The hedge fund said it still believes that separating the chairman and chief executive roles is a necessary first step “toward arresting the steady decline of what was once a great company”.

A large number of investors are left frustrated as the vote was “clearly” helped by proxy advisor recommendations, noted RBC Capital Markets analyst Randall Stanicky.

Allergan, under pressure to rescue the company’s falling stock price, launched a review of its strategy last year. But that review is only likely to result in the sale of its relatively small infectious disease unit.

Appaloosa has voiced its discontent with the results of the review, and called for a breakup or sale of the company, citing recent clinical failures such as that of its depression treatment rapastinel.

In an effort to fend off Appaloosa, Allergan agreed in March to split the chairman and CEO roles, but only at its next leadership change. Saunders, 49, has no plans to step down, a source close to the company told Reuters then.

The company has also replaced more than half of its board since 2017.

Saunders put together the current version of Allergan through a series of deals to roll up several pharmaceutical companies in 2014, and has run the company since then.

He built his reputation as a dealmaker, but he has struggled since Pfizer Inc walked away from a $160 billion deal to buy Allergan in 2016. Allergan’s shares have lost nearly half their value since then.

The company’s shares were down 1.5 percent at $144.8 in late morning trading.

“The existing strategy has clearly not worked, the pipeline has disappointed meaningfully and needs to be replenished and the current platform is unfocused,” said Stanicky, adding that a lack of change in strategy would further pressure shares.

Allergan is set to report its first-quarter earnings next Tuesday.

Reuters on Tuesday had reported that enough votes had been cast for Allergan to prevail against Appaloosa. (Reporting by Michael Erman in New York and Saumya Sibi Joseph in Bengaluru Editing by Jonathan Oatis, Bernard Orr)

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