Pogo Producing, Third Point reach agreement, avoid proxy contest

By Lisa Kerner

Charlotte, N.C., March 12 - Pogo Producing Co. and shareholder Third Point LLC reached an agreement to expand Pogo's board of directors to 10 members from 8 members, with Third Point's Daniel S. Loeb and Bradley L. Radoff appointed to the board effective immediately.

The agreement allows Pogo to offer to appoint Robert B. Rowling of TRT Holdings, Inc. to an additional seat on Pogo's board at a later date.

Third Point and its affiliates have agreed not to solicit proxies in connection with Pogo's 2007 annual meeting, according to a company news release.

In recent weeks, a group of shareholders led by Third Point voiced dissatisfaction with Pogo's financial results and 2007 guidance.

Pogo previously announced that it is actively exploring strategic alternatives, including the sale or merger of the company in whole or in part.

"We are pleased that this matter has been resolved in a manner that we believe serves the best interests of all Pogo shareholders," Pogo chairman and chief executive officer Paul G. Van Wagenen said in the release.

"Through this agreement, we will avoid a potentially costly and disruptive proxy contest at a time when Pogo is exploring a range of strategic alternatives to enhance shareholder value."

Third Point, a New York registered investment adviser founded by Loeb, beneficially owns 4.615 million shares, or 7.9%, of Pogo's outstanding stock.

Pogo is a Houston-based natural gas production and exploration company.

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