October 7, 2015 / 2:20 PM / in 2 years

UPDATE 2-Freeport shares soar as Icahn execs gain seats on miner's board

(Recasts with Icahn statement, research analyst comments, details from SEC filing, updates stock price)

By Susan Taylor

Oct 7 (Reuters) - U.S. miner Freeport-McMoRan Inc said on Wednesday it will add two new directors to its board under an agreement with billionaire Carl Icahn, bowing to pressure from the activist investor, who is the company’s largest shareholder.

Freeport shares jumped as much as 13.6 percent after it said it added Icahn lieutenants Andrew Langham and Courtney Mather to the board, which now has nine independent and two executive directors.

The appointments come one day after the company said it would consider separating its oil and gas business from its mining operations and that it was cutting its board size.

Icahn, who owned 8.8 percent of Freeport as of Sept. 22, commended the board for adopting a number of his recommendations in a statement on Wednesday.

He said shareholders "will benefit from our agreement, which restricts the ability of the company to implement a poison pill and permits our representatives to resign from the board at any time and be free of any restrictions." (here)

In August, Icahn took aim at Freeport’s spending, capital structure and executive compensation.

Morningstar analyst Dan Rohr said stock gains partly reflected the poison pill removal, which could clear the way for an acquirer, though that was unlikely in the near term, given weak commodity prices and market sentiment.

Still, Freeport’s board remains less independent than most, even after the addition of Icahn executives, he said.

“You have the executives and very long-tenured board members continuing to dominate the ranks with (James) Moffatt and (Richard) Adkerson still as chairman and vice chairman. So make no mistake, those guys still control this company,” said Rohr.

“In our view, past actions by this duo, specifically as it pertains to the oil and gas acquisition, to us suggest that perhaps the time has come for a new set of hands.”

Any attempt by Icahn to dislodge additional directors, however, looks handcuffed while his representatives are on the board.

Under an Oct. 7 agreement between Freeport and Icahn, he has agreed to “restrictions” on seeking the removal of any board members, according to a U.S. Securities and Exchange Commission filing. He also agreed to vote all his Freeport stock in favor of all directors nominated by the board.

Morningstar’s Rohr noted the language in Icahn’s press release was more collaborative than aggressive, suggesting “he’s not looking for their scalps. Perhaps he thinks he can get what he wants by cooperating.”

The stock was up 8.5 percent to $12.85, easing from a session high of $13.44. (Reporting by Susan Taylor in Toronto, Nicole Mordant in Vancouver and Amrutha Gayathri in Bengaluru; Editing by Ted Kerr, W Simon and JS Benkoe)

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