Kalanick names two directors without consulting Uber board

Bloomberg

Former Uber Technologies Inc. Chief Executive Officer Travis Kalanick named two new directors without consulting the company’s new leader or other existing board members, ratcheting up a Machiavellian battle for control of the world’s most valuable startup.
Kalanick said in an announcement that he had appointed Ursula Burns, Xerox Corp.’s former CEO, and John Thain, the ex-Merrill Lynch chief, to the startup’s board. Uber challenged the appointments, calling them “a complete surprise”.
The former CEO is defending himself against a lawsuit brought by Uber’s largest shareholder, Benchmark, over his authority to fill the two board seats. Kalanick says he controls three of the company’s eleven board seats. Benchmark is suing Kalanick for fraud and has asked him to relinquish control of board positions. The suit is in private arbitration.
Kalanick resigned as CEO on June 20 after Benchmark and a group of early investors asked him to step down. Uber’s board has been rife with infighting and underwent a contentious process to select former Expedia Inc. CEO Dara Khosrowshahi as its new chief. “I am appointing these seats now in light of a recent board proposal to dramatically restructure the board and significantly alter the company’s voting rights,” Kalanick said. “It is therefore essential that the full board be in place for proper deliberation to occur, especially with such experienced board members as Ursula and John.”
Uber expressed concern at Kalanick’s announcement. “The appointments of Ms. Burns and Mr. Thain to Uber’s board of directors came as a complete surprise to Uber and its board,” the company said. “That is precisely why we are working to put in place world-class governance to ensure that we are building a company every employee and shareholder can be proud of.”
Uber’s board had been scheduled to vote Tuesday on a plan to revamp the company’s corporate governance, a person familiar with the matter said.
Kalanick remains supportive of Khosrowshahi, the person said. The former CEO saw the two appointments as a way to improve the company’s board of directors ahead of the impending vote on Uber’s governance structure, the person said.