Heinz and activist investors the Trian Group have continued to bicker as the proxy vote to determine whether Trian secures the five seats on the 12-member board it is seeking approaches. On Friday (21 July) the ketchup maker and hedge fund clashed over the voting system that is supposed to help shareholders determine who will prevail in the increasingly bitter proxy battle.


Heinz said that investors holding 75m shares held through brokers and other intermediaries have been prevented from voting via the Internet and telephone, blaming “by a combination of actions by the Trian fund and ADP Proxy Services” – the firm overseeing the voting process. Shareholders affected are retail shareholders, approximately 30% of outstanding shares.


However, Trian hit back at Heinz, saying that independent proxy systems like ADP’s don’t support telephone and Internet voting of shares held by intermediaries when voting on a minority slate of directors.


“It is not a matter of ‘cooperation’ as Heinz falsely states,” Trian said in a statement. “The fact that Heinz would try to blame the Trian Group for a third party’s internal processing matter is simply absurd and a desperate act by Heinz to mislead shareholders.”


Heinz and Trian told investors to vote by mail and both companies urged shareholders to select their board candidates.


Heinz management has been waging an increasingly hostile proxy fight against Trian, a collection of hedge funds led by billionaire Nelson Peltz. Trian, Heinz’ second-biggest shareholder with a 5.5% stake, have criticised current management for failing to return value to shareholders and improve the company’s performance.


Last week, Heinz said it would adopt a slew of corporate governance changes, including a commitment to appoint two extra independent directors, to counter Trian’s criticisms.