Heinz Board May Get Dissident Investors

A group of dissident investors may have enough votes to put one or two of its nominees on the H.J. Heinz Co. board, but did not win support for all five of its candidates, according to preliminary voting results, a Heinz spokesman said yesterday.Billionaire investor Nelson Peltz and his Trian Group, Heinz’s second-largest shareholder, hoped to win up to five seats on the company’s 12-member board as part of a plan to streamline the company, invest in marketing and boost shareholder returns.Heinz spokesman Michael Mullen said based on a preliminary review of votes cast to date “Trian’s attempt to secure a voting bloc of five seats and gain creeping control of the Heinz board has been defeated.” It is possible, however, that one or two of Trian’s nominees were elected to the board, he said.An attorney for Trian, Dennis Block, accused Heinz of violating a Securities and Exchange Commission rule by announcing preliminary results before voting concluded early yesterday afternoon.Some 60 million votes were cast at yesterday’s annual shareholder meeting, which was attended by about 1,000 people. Votes were expected for about 280 million, or 85%, of the company’s roughly 330 million shares outstanding.Heinz and Trian will have to wait until an independent inspector certifies the final votes, which is expected by mid-September.William Johnson, Heinz’s chairman, president and chief executive officer, said he was optimistic at least two Trian nominees were defeated.“Regardless of the final outcome of this contest, we will move forward from today constructively and with optimism … because we believe in the company, its powerful brands and, most importantly, its outstanding people,” Mr. Johnson said.Trian’s nominees include Mr. Peltz, his longtime business partner Peter May, his son-in-law Edward P. Garden, golfer Greg Norman, and former Snapple executive Michael Weinstein. All the nominees, except Mr. Norman, attended the meeting.After the meeting, Mr. Peltz said winning any seat would be a victory, but that he expected to win more than one.“We’re going to win seats.That’s plural,” he said. “We can’t tell you how many seats we will win, but we certainly do believe we will win seats.”He added: “This company needed this desperately. This company should be a great food company.It should be as great as the recognition of its brand. And hopefully we’re going to be on that board and work with everyone on that board and work with management.”Heinz’s board currently has 12 members, but the company announced a month ago that it would expand it to 14. It has said it is searching for two new board members with consumer marketing and capital markets expertise.The company had urged shareholders to re-elect its directors and reject all five Trian nominees, warning that the investor’s strategy would cripple the company.Heinz has touted its own turnaround plan it says was in the works long before Mr. Peltz and his partners began accumulating shares earlier this year.Trian has called the current Heinz directors a “clubby, caretaker board” that has let the company falter and has not adequately invested in its brands.Speaking to a packed ballroom at the Pittsburgh Hilton, Mr. Peltz and May told shareholders that Heinz’s products need support and investment.“Our plan is really very simple” — to increase sales and bring down costs, Mr. Peltz said.

Heinz Board May Get Dissident Investors

Heinz Board May Get Dissident Investors

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