Op-ed Syndicated Column
How to Prepare for the Proxy Wars
By Richard Torrenzano and Mark Davis
Procter & Gamble leadership invested a reported $100 million in a campaign to stop activist investor Nelson Peltz of Trian Partners. And what did they get for this spend of shareholder money?
If yesterday’s recount of proxy votes holds, Peltz will be sitting right next to them on P&G’s board. Despite the recent lopsided victory by Automated Data Processing over a challenge, activists will now judge that if they can take on P&G and win, they can aspire to be voted on almost any board.
Peltz was emboldened to take on P&G after losing a 2015 bid to upend the DuPont board by a margin that would have been reversed if he had finished just a little better among retail investors.
Proxy elections are now more intense, often winning or losing by narrow margins as raiders import the political dark arts of targeted, negative media in Facebook ads, podcasts, vlogs and other social platforms. After the DuPont election, Peltz reportedly complained about management “doing a better job scaring people.”
As the ground shifts, business leaders must get ahead of six emerging proxy trends if they are to maintain control:
Individual investors swing votes: Management has long been complacent about ongoing communications to individual investors, though they typically hold about a third of shares.
Historically, retail investors have seen defense of management as a defense of their investment. However, management’s risk of losing increases as activist investors grow more skillful in social media and make direct and inflammatory appeals to shareholders.
Most corporate leaders today are ill-equipped to fight activist investors in highly public, populist contests.
Voting process will be challenged and changed. One close observer of the P&G vote told us that registered shares held by executives, employees and ESOPS arriving at the last minute made a difference in the first count, which Peltz lost.
Such tabulations of registered votes are performed by proxy solicitors working for the company. Independent auditors review solicitor’s count, but only to confirm that the correct number of signed cards have been counted.
“The solicitor counts votes that they are responsible for in a must-win job,” this observer told us. “In perception and reality, that is not a good thing.”
Eventually, some proxy battle will result in a lawsuit that replays the agony of the American 2000 election, only without both parties sitting side-by-side to verify results. With so much at stake, pressure will build to scuttle this solicitor model in favor of a more transparent process, validated by technology.
Social media will become a voting platform. Social media is already playing a role in proxy campaigns. It is only a matter of time before blockchain or other technology allows shareholders to vote with verification through Facebook and other platforms. When this shift occurs, expect individual investors to vote on impulse, responding to the last ad or piece of information read on social media. Corporations that lack ongoing communication and connection with individual shareholders will be at a competitive disadvantage.
Entering the age of the permanent campaign. Shareholder communications usually pick up with annual meetings and corporate leaders squeeze investors when a proxy challenge emerges. Boards, C-suites and communications professionals must accept the truth that political players embraced long ago – we now live in an age of the permanent campaign.
Companies must learn to use social media – within the constraints of SEC rules – to listen and engage investors throughout the year, building understanding and loyalty of a shareholder army, long before it is needed.
Partisan politics will infect proxy elections, just as it has infected everything else. The loopy social justice nun at annual meetings of years gone by is giving way to sharp activists from unions, environmental groups, left and right NGOs, who have savvy and budgets of corporate raiders. In our divided nation, it will not be long before proxy battles take on more of an ideological tinge.
Corporate-speak flops. Marketing orientation and business leaders’ allegiance to internal jargon, acronyms and processes, accentuates why United Airlines three times failed to respond appropriately to the ugly removal of a passenger, in a way the public could understand or accept. Management must recognize the new visceral impact of images and address people in plain English not corporate speak or legalese. Today, everybody reads and sees everything.
As proxy wars escalate, corporate boards and leaders who do not embrace these trends will spend the rest of their lives working only on their favorite hobbies.
Richard Torrenzano, chief executive, The Torrenzano Group, spent almost a decade on Management and Executive Committees of the New York Stock Exchange. Mark Davis, a former White House speechwriter, is a corporate reputation consultant. They are the co-authors of Digital Assassination (MacMillan/St. Martin’s Press).