Icahn gains two board seats, agrees not to boost stake above 20% in cloud computing firm

Carl Icahn and Cloudera have reached a voting and standstill agreement.

The cloud-computing firm has agreed to appoint Nicholas Graziano and Jesse Lynn to its board of directors. Both new board members are employees of Icahn Enterprises.

Both board directors’ terms expire at the Cloudera’s 2021 annual meeting.

The firm has also announced plans to increase its board to 10 members. The firm has the right to expand its board to 11 members to include its new CEO once it hires that person.

Carl Icahn and Cloudera Deal Terms

In return, the Icahn Group will not nominate any new directors at the firm’s 2020 annual shareholder meeting. In addition, the firm will limit its beneficial ownership of Cloudera securities to 20% of outstanding common stock and abide by customary standstill provisions and voting commitments, according to a press release.

According to SEC filings, Icahn’s firm owns 18.36% of Cloudera stock.

“We are happy to have reached this agreement with Mr. Icahn and welcome Mr. Graziano and Mr. Lynn as members of our Board of Directors,” said Martin Cole, Cloudera’s Chairman of the Board and interim CEO.  “Since the disclosure of his stake in Cloudera, we have been engaged in very constructive conversations with Carl and his colleagues.”

“Our discussions with the Cloudera Board have been very positive,” said Icahn in the statement.  “We see in Cloudera a company with many opportunities to increase value for all stockholders and we look forward to having a voice in the boardroom to do so.”

Icahn recently engaged in a busy activist battle with Caesar’s Entertainment.