Believing the company’s recent partnership with famed billionaire investor Carl Icahn will be enough to fix the company, activist investor Starboard Value LP said it has no plans to drop its proxy fight against Newell Brands.
“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,” Jeff Smith, who heads Starboard, wrote in a letter to the Newell board.
We believe poor execution and a series of operational missteps have resulted in severe share price underperformance compared to both industry peers and the broader market. Therefore, we believe that the current situation is unacceptable.”
The letter was included in a regulatory filing on Wednesday.
The activist fund’s nominees will stand for election at Newell’s annual general meeting on May 15.
In February, Starboard partnered with former executives of Jarden Corp., which was bought by Newell two years ago, to launch a proxy fight at the company to replace the entire board, including Newell Chief Executive Officer Michael Polk. The firm owns about 3.8 percent of Newell.
Starboard’s arrival came after Newell Brands announced plans to explore selling many of the company’s brands, including Rawlings, to focus on nine core consumer divisions. Goody, Rubbermaid Outdoor, Closet, Refuse and Garage and U.S. Playing Cards were also put on the selling block, as well as the company’s industrial and commercial product assets, including Waddington, Process Solutions, Rubbermaid Commercial Products and Mapa.
Newell indicated that the moves would result in a significant reduction in operational complexity through a 50-percent reduction in the company’s global factory and warehouse footprint, a 50-percent reduction in its customer base and the consolidation of 80 percent of global sales on two ERP platforms by end of 2019.
Newell’s new program came after the company had struggled with sales growth. The move also represented a reversal after Newell Brands spent billions building a conglomerate of household brands. It more than doubled in size when it acquired Jarden two years ago, adding not only the Jarden Outdoor segment that also included Coleman, Marmot and a number of other outdoor brands but also Yankee Candle, Mr. Coffee and other household names.
Besides Rawlings, Newell’s Play segment, formerly Jarden Outdoor, includes Berkley, Shakespeare, Abu Garcia, Penn, Ugly Stik, Rawlings, Coleman, Contigo, Marmot, Aerobed, Camping and Sterns.
Newell Brands other major labels include Paper Mate, Sharpie, Dymo, EXPO, Parker, Elmer’s, Jostens, Oster, Sunbeam, FoodSaver, Graco, Baby Jogger, NUK, Calphalon, Rubbermaid, Contigo and First Alert.
But 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.
Three weeks ago, Newell agreed to let Icahn, who holds a 6.9 percent stake in Newell and is the company’s third largest shareholder, nominate five of 11 directors and promised to explore selling more of the company’s businesses.
Newell agreed to appoint Brent Icahn, a consultant for Icahn Enterprises; Carl Icahn’s son; Andrew Langham, general counsel of Icahn Enterprise and Courtney Mather, portfolio manager of Icahn Capital. The company has also named Patrick Campbell, the former CFO of 3M Co., as chairman.
Newell sent a letter to Starboard last week emphasizing that many of the changes being made appeared to be in line with Starboard’s demands, including a refreshed board and new board leadership.
In its new letter to Newell’s board, Smith wrote that beyond operating and financial performance, he said Starboard remains “disturbed by the turnover at the board level.”
He was referring to the exit in late January 2018 of Ian G.H. Ashken, Domenico De Sole and Martin E. Franklin as directors. Soon after, Ros L’Esperance and Kevin C. Conroy resigned from Newell’s board.
Smith said, “We believe that the departures of these directors left a void in the boardroom and we are not convinced that the agreement with Mr. Icahn, which included the appointment of three of his direct representatives, will result in the necessary change at Newell.”
Photo courtesy Rawlings