Highlights of the 2017 Proxy Season

Following a slowdown in activity in 2016 that was driven by volatility in the equity and commodity markets, 2017 promised to be a rebound year for activist activity.

However, the number of activist campaigns was relatively flat.

Could this be viewed as a sign of the decline of shareholder activism? 

Actually, we believe it demonstrates how shareholder activism has evolved from a niche strategy of a limited number of high-profile hedge funds to a widely accepted approach to investing pursued by institutional investors and hedge funds alike. Click to read full report

Good Grief!

After spending collectively an estimated $100 million in a costly proxy fight Proctor & Gamble and Trian have arrived at an accommodation.

As reported in The Wall Street Journal, after two independent vote recounts, Trian lost by 500,000 shares out of two billion cast.

Although P&G was the winner, it agreed to add Mr. Peltz of Trian to its board as of March 1st.

Have You Heard?

Some interesting information and data in the Corporate Governance Sphere:


  • The average age of Directors and mandatory retirement increased over the last five years.
  • The average tenure of S&P 500 Boards has been stable at 8.5 years over the past 5 years.
  • The majority of boards (62%) have an average tenure of between 6 and 10 years.
  • 21% of boards have an average tenure of 11 or more years, compared with 19% in 2010.
  • 17% have an average tenure of five years or less compared with 21% in 2010.

Sources:  Harvard Law School Forum on Corporate Governance and Financial Regulation. N.Y. Law Journal 3/23/17

They Provide Support...But Don't Vote!

In a recent article in The New York Times headlined "Small Investors Support Boards, But Few Vote" clearly that is a concern and we believe the problem is worsening.

            When the retail vote is required it's critical and important when significant issues are on the table.  As mentioned last week, the Procter & Gamble vs. Trian Fund Management fight over a board seat for Mr. Peltz clearly exemplifies the value of the retail vote.

            In the case of Procter & Gamble forty percent of the outstanding shares are held by retail shareholders.  If they all voted and cast their shares in management's favor, then we could have confidently predicted that Trian would lose and the estimated $25 million cost to Trian will have been to no avail. With the upcoming legal challenges to the voting result, that cost will rise significantly.

            It is not by any means a given that the retail holder will cast their vote considering the gradual erosion of the retail voting response over the last several years.  It has become a real problem with no easy solution.  

Management and their outside advisors (legal, shareholder communication) need to come together and lay out a sustainable program for continuing with their retail shareholder base.

Ref:   The New York Times – Sunday, October 8, 2017

Difficult to get them to Vote

Difficult to get them to Vote

The Procter & Gamble vs. Trian Fund Management fight has highlighted the value of the retail vote. The battle will be won or lost by the vote of the retail shareholder. (See the listed reference.)

            About forty percent of the outstanding voting stock is in the hands of the retail investor.  If that vote comes in favor of management, we can confidently predict that P&G will win.

Laurel Hill Congratulates Wabash National Corporation for the Successful Completion of Their Tender Offer

New York, NY, Toronto ON - October 11, 2017 - Wabash National Corporation successfully completed its tender offer for the Acquisition of Supreme Industries Incorporated on September 27th.

Laurel Hill Advisory Group Senior Vice President Joe Contorno commented, “We were very pleased to be selected to work with the Wabash Management Team on the transaction."

"On behalf of the Laurel Hill team, we congratulate our client, Wabash National Corporation, on a job well done." added John O'Grady, Laurel Hill's Senior Vice President.

For more information please contact us at (516) 933–3100