Georgia Gulf to give Sun Capital representation on company's board

By Lisa Kerner

Charlotte, N.C., Feb. 19 - Georgia Gulf Corp., in an agreement with Sun Capital Securities Fund, LP (SCSF), will expand the size of its board and appoint a Sun Capital designee as a director immediately following its 2008 annual meeting of stockholders.

Upon the recommendation of its nominating and governance committee, Georgia Gulf's board of directors will to the following:

• Increase the size of the board by one class II seat;

• Appoint Bud Terry or another person designated by SCSF and its affiliates as a director; and

• Appoint the SCSF designee to the board's nominating and governance committee.

For its part, SCSF will vote its shares of Georgia Gulf stock for the election or re-election of each of the company's existing directors and against any stockholder nominations for elections as director not approved by the board.

SCSF will also vote in favor of retaining Georgia Gulf's independent auditors as proposed by the board, according to an 8-K filed with the Securities and Exchange Committee.

Georgia Gulf is not required to nominate the Sun designee unless the SCSF parties maintain beneficial ownership of at least 8% of the shares of Georgia Gulf's common stock.

Atlanta-based Georgia Gulf manufactures chlorovinyls, aromatics and vinyl-based building and home improvement products.

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