Steel Partners representatives named to GenCorp board; company CEO resigns

By Lisa Kerner

Charlotte, N.C., March 5 - GenCorp Inc. and Steel Partners II, LP reached an agreement that settles an election contest at GenCorp's annual meeting on March 26.

Under the agreement, GenCorp's board of directors named three of Steel Partners' nominees to the board effective March 5, including:

• Warren G. Lichtenstein, chairman and chief executive officer of Steel Partners;

• James R. Henderson, managing director and operating partner of Steel Partners LLC; and

• Martin Turchin, vice chairman of CB Richard Ellis and 36-year veteran of the real estate industry.

Three current directors, Charles F. Bolden Jr., James J. Didion and James M. Osterhoff, will not stand for re-election and GenCorp's board will decrease to eight members.

Shareholders will be asked to vote for a slate of directors that includes Lichtenstein, Henderson, Turchin, David A. Lorber, Todd R. Snyder, Timothy A. Wicks, Sheila E. Widnall and Robert C. Woods.

Steel Partners, for its part, agreed to vote in favor of the slate and will not contest the election of directors to GenCorp's board before the 2010 annual meeting.

Terry L. Hall resigned as CEO and president of GenCorp effective immediately.

J. Scott Neish, vice president of GenCorp and president of GenCorp subsidiary Aerojet-General Corp., will act as interim CEO and interim president of GenCorp.

In January, Steel Partners reported beneficial ownership of some 8 million shares, or 14.2%, of the Rancho Cordova, Calif., defense products manufacturer's outstanding stock.

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