February 14, 2017
“Boardrooms in the News” is a regular Board Intelligence feature that compiles and comments on impactful news stories involving public company boards, executives and investors.
In the run-up to proxy season and the subsequent annual meetings held by public companies, news about planned and potential shake-ups in boardrooms are occurring almost daily. Below are several recent news stories that highlight key concerns among investors, leading to changes at the highest levels.
Refreshing the board to add diversity
Anticipating its March annual meeting, Starbucks nominated three new directors to join its board—Microsoft CEO Satya Nadella, LEGO Executive Chairman and Jørgen Vig Knudstorp and Rosalind Brewer, former President and CEO of Sam’s Club and Executive Vice President of Walmart (a position from which she retired on February 1, 2017). This move will give the coffee giant a wide range of diversity, one of the “most diverse boards” in fact, wrote the New York Times.
A snapshot of the company’s current board is below, courtesy of Equilar BoardEdge, which provides professional connections data on more than 150,000 executives and board members.
New directors brought forward from activists
Reuters reported on three different boardroom changes over recent weeks, with Autodesk, Buffalo Wild Wings and Perrigo all adding new directors as a result of shareholder activism.
Activist hedge fund manager Mick McGuire, whose fund Marcato owned 5.2% shares of Buffalo Wild Wings as of Sept. 30, 2016, nominated four directors to serve on the company’s board, signaling the investor’s proxy fight against the company. making it the company’s fourth-largest shareholder. McGuire is among the four people Marcato nominated to the Buffalo Wild Wings board, which currently has nine directors.
Meanwhile, Autodesk CEO Carl Bass will step down from the company’s board but retain his role as Chairman. He currently serves on two other boards, which qualifies as “overboarded,” according to proxy advisors whose guidelines say that sitting CEOs should serve on no more than one other public company board. Last March, Autodesk agreed with activists to appoint three new directors to its board.
Finally, Starboard Value also made an agreement to put three new board members into position at Perrigo. The firm owns 6.7% of Perrigo, and will to recommend two additional independent directors to the board. Prior to the deal, Perrigo’s board comprised seven members.
Social and environmental concerns influence energy sector
Over the past few years, shareholder proposals on social and environment concerns have continued to gain traction, and are among the most common issues brought forth by investors. As former CEO Rex Tillerson headed to the Trump White House as Secretary of State, his erstwhile company ExxonMobil added a new board member with a strong environmental background, amidst legal concerns about its knowledge of the company’s impact on climate effects for decades.
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