Musk would have been appointed to Twitter’s board on Saturday, but the world’s richest man informed the company on the day that he would not, in fact, be taking the board seat.
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Twitter said its board believes Durban failed to receive shareholder support because of his director role on several other public company boards. Twitter noted Durban serves on the board of six other publicly traded companies, but said he agreed to reduce the number of public company boards he serves on to five by May 25, 2023.
“While the Board does not believe that Mr. Durban’s other public company directorships will become an impediment if such engagements were to continue, Mr. Durban’s commitment to reduce his board service commitment to five public company boards by the Remediation Date appropriately addresses the concerns raised by stockholders with regard to such engagements,” the company said in the filing. “Accordingly, the Board has reached the determination that accepting Mr. Durban’s Tendered Resignation at this time is not in the best interests of the Company.”
“The Board considers Mr. Durban a highly effective member and believes that he brings to the Board an unparalleled operational knowledge of the industry, a unique perspective, and an invaluable skill set and experience with mergers and acquisitions,” the filing added. “The Board noted that Mr. Durban has strengthened its ability to oversee the Company’s long-term value creation strategy and effectively govern its implementation. Further, Mr. Durban is consistently well-prepared, engaged and a meaningful contributor to Board meetings and discussions.”
Corporate governance advisory firm International Shareholder Services advised against Durban’s continued service as a director, citing his other board commitments.
Durban, co-CEO and managing director of private equity firm Silver Lake, was on the board when it unanimously approved Twitter’s sale to billionaire Elon Musk last month.
Silver Lake has previously worked on deals with Musk, including by investing $100 million into his solar business, SolarCity, before it was acquired by Musk-run Tesla. Musk said he was working with Silver Lake in 2018 when he claimed to be taking Tesla private, though that never came to fruition.
Separately this week, Twitter shareholders filed a proposed class-action lawsuit against Musk and Twitter over the acquisition, which has led to volatile stock swings. The lawsuit alleges Musk bought Twitter shares while aware of insider information based on private conversations with board members, including Durban. Twitter and Silver Lake declined to comment on the lawsuit and and Musk did not return requests for comment.