DuPont
scored a big victory in its proxy war with Trian Fund Management as two
pension funds, owning a combined 7 million shares of stock in the
company, voted for DuPont's board nominees.
Pension funds
California Public Employees Retirement System, or CalPERS, and the
Canadian Pension Plan Investment Board, or CPPIB, voted for all 12 of
DuPont's board of director nominees.
Trian, a New York hedge fund
led by Nelson Peltz, launched a proxy contest in January to gain four of
the 12 seats on DuPont's board. The company has opposed the Trian
nominees claiming their plan to reduce costs and increase leverage would
be "value destructive."
CalPERS, which manages the pension and
health benefits for roughly 1.6 million California public employees,
owns 6.15 million shares of DuPont stock. CPPIB performs similar
services for 18 million Canadian residents and has 1 million DuPont
shares.
"We believe the Trian focus is relatively short term with
proposed financial measures which include cost cutting, which would
reduce research and development," CalPERS said in a released statement
explaining its vote. "The case for further disaggregation of the
business is unclear. We note the board had agreed its Fresh State
refocus and cost cutting plan before Trian launched their campaign and
that company is delivering on this."
The Sacramento,
California-based pension fund also criticized Train for refusing to
reach a compromise with DuPont before the shareholder vote.
"We
also note that DuPont made efforts to settle this matter by offering a
board seat to one of the Trian nominees, and this was rejected," CalPERS
said.
In February, Peltz met with DuPont Chief Executive Officer
Ellen Kullman and Lead Independent Director Alexander "Sandy" Cutler.
The sides discussed a potential compromise in which DuPont would support
Trian nominee and former GE Asset Management Chief Executive Officer
John Myers if Trian endorsed 11 of the company's candidates. DuPont
officials said Peltz walked away from the agreement because the company
would not select him as the potential compromise candidate.
CPBB did not issue a statement detailing the reasons for its vote.
Dan Turner, a DuPont spokesman released a statement praising CalPERS' actions.
"We
are pleased CalPERS supports the election of all DuPont nominees and
gratified by their vote of confidence in our strategy, our progress, and
our performance. The Board and management are confident that we have
the right strategy and team to continue to grow value for our
shareholders and remain committed to executing on our transformation."
A Trian spokeswoman did not respond to requests for comment.
Calpers
and CPBB are the first pension fund to announce their votes for
DuPont's board. It is not known if the chemical giant's two largest
shareholders, Vanguard Group Inc. and State Street Corp., which own 50
million and 44 million shares, respectively, will publicly reveal their
votes.
Contact Jeff Mordock at (302) 324-2786, on Twitter @JeffMordockTNJ or jmordock@delawareonline.com.
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