Starboard pushes ahead with proxy fight at Newell Brands


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BOSTON (Reuters) – Activist hedge fund Starboard Value LP plans to press ahead with a proxy fight at consumer products group Newell Brands Inc (NWL.N), saying more work is needed to repair the company even after rival activist Carl Icahn won board seats last month.

FILE PHOTO: Jeffrey Smith, Managing Member, CEO and Chief Investment Officer for Starboard Value LP., speaks at the Sohn Investment Conference in New York City, U.S. May 4, 2016. REUTERS/Brendan McDermid

“We are seeking to elect a minority of the Board because we do not believe that the recent changes at the Company, including the agreement with Carl C. Icahn, are sufficient to address Newell’s subpar operating and financial performance,” Starboard said in a regulatory filing on Wednesday.

“Poor execution and a series of operational missteps have resulted in severe share price underperformance,” Starboard said, adding “the current situation is unacceptable.” It owns roughly 3.8 percent of Newell, the maker of Rubbermaid containers and Sharpie markers.

Newell’s share price has lost roughly 20 percent since January. The stock was up 2.3 percent to $25.47 on Wednesday.

Three weeks ago Icahn reached a settlement with Newell that immediately gave him four board seats. Investors will have a chance to vote on the directors at next month’s annual meeting. The deal was seen undercutting Starboard’s campaign.

Weeks before the two sides settled, Starboard, run by Jeffrey Smith, announced plans to oust the entire board, including Newell Chief Executive Officer Michael Polk.

Starboard wanted to slow the pace of planned asset sales and stocked its slate with a group of former Newell directors who had resigned from the board earlier in the year after disagreements over strategy.

Starboard is now pressing ahead, listing Smith, Peter Feld, Starboard’s head of research, and executives with experience at companies ranging from LVMH Moet Hennessy Louis Vuitton (LVMH.PA) to Michael Cos Inc (MIK.O) as possible directors. While Starboard is not seeking control, it has not said how many directors it plans to run.

Former Newell directors Martin Franklin, Ian Ashman and Domenico DeSole as well as Jim Lillie who previously worked with Franklin, who had been on Starboard’s earlier slate. They split with Starboard after Newell settled with Icahn.

Franklin did not want to be caught between two activists, people who know him said.

He told Reuters last month that his blank-check acquisition vehicle J2 Acquisition Ltd (JTWO.L) might be interested in buying assets that Newell may sell.

Starboard has been well respected by other investors for its thoroughly laid-out plans on how to unlock value at targeted companies, industry analysts said.

In Wednesday’s filing Starboard said the agreement with Icahn gives the “appearance of substantial change,” and it is moving forward to make “sure that the right change is effected.”

Reporting by Svea Herbst-Bayliss; Editing by Jeffrey Benkoe


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