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July 13, 2006

US: Five directors targeted in Heinz proxy battle

The war of words that has been raging between Heinz management and activist investors the Trian Group, led by Nelson Peltz, moved one step further yesterday (12 July) when Trian began mailing final proxies to more than 200,000 shareholders, asking them to vote for its nominees to replace five of Heinz’s 12 directors.

The war of words that has been raging between Heinz management and activist investors the Trian Group, led by Nelson Peltz, moved one step further yesterday (12 July) when Trian began mailing final proxies to more than 200,000 shareholders, asking them to vote for its nominees to replace five of Heinz’s 12 directors.


For months, Trian has been threatening a proxy battle for board seats at the company’s AGM, to be held on 16 August. The group is calling for restructuring measures which, it claims, would increase returns to shareholders and boost Heinz’s share price. 


Heinz, who has also announced a revitalization plan, has criticised Trian’s proposals as too radical and aggressive. The company has described Trian’s nominees as unqualified friends and relatives of Peltz who will form a voting block to act in their own self-interests, rather than the interests of all shareholders. On Monday, the company mailed proxies urging shareholders to reject Trian’s nominees.


Yesterday, Trian revealed which directors it hopes to oust: Charles E. Bunch, Peter H. Coors, John G. Drosdick, Dennis H. Reilley and Mary C. Choksi. Despite the faction’s vocal criticism of chairman and CEO William Johnson Trian is not attempting to depose him, in this round at least.


Trian said that it has targeted Bunch, Coors, Drosdick and Reilley because of “extensive interlocking corporate and nonprofit board relationships.” According to the group these alleged relationships “inhibit effective oversight and make it difficult for these directors to hold management accountable.” Meanwhile Choksi, who has been on the board since 1998, “presided over ill-fated divestitures and acquisitions, failed corporate restructuring and poor capital allocations,” Trian claimed.


Trian’s proposed slate includes Peltz, Trian Fund Management president Peter W. May; Trian portfolio manager Edward P. Garden; pro golfer and Great White Shark Enterprises chairman Greg Norman; and INOV8 Beverage chairman Michael F. Weinstein.


Trian is Heinz’s second-largest shareholder with 5.5% of outstanding shares.


Heinz responded by describing the five marked directors as “highly qualified, with a record of strong and independent corporate governance.”

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