November 15, 2018 / 1:12 AM / a month ago

Third Point gains ISS, Glass Lewis support in Campbell proxy fight

NEW YORK (Reuters) - Shareholder advisory firms Institutional Shareholder Services and Glass Lewis backed a push by Daniel Loeb’s hedge fund to make changes at Campbell Soup Co (CPB.N), including replacing some board members.

FILE PHOTO: Cans of Campbell's Soup are displayed in a supermarket in New York City, U.S. February 15, 2017. REUTERS/Brendan McDermid/File Photo

ISS recommended that investors elect all five of Loeb’s Third Point LLC board nominees, giving a boost to the activist firm, which is fighting a high profile proxy battle with the company.

“The dissident slate seems well qualified to contribute to the company’s turnaround by providing relevant industry expertise, fresh ideas, and a greater sense of urgency,” ISS said in a report, adding “As such, votes FOR all dissident nominees are warranted.”

Days ago Loeb backed off his call to replace the entire 12-person Campbell board. Investors are expected to vote on directors at the Nov. 29 annual meeting. ISS is generally seen as being reluctant to recommend ousting all board members.

In its report, ISS backed former Blue Buffalo CEO Kurt Schmidt and former Hostess Brands Inc CEO William Toler as well as ComScore Inc president Sarah Hofstetter and former Uber Technologies executive Bozoma Saint John. It also recommended support for Third Point partner Munib Islam.

However, Glass Lewis was not as whole-hearted in its support of Third point, recommending only three of its nominees.

“We believe shareholders would be best served by supporting changes to the board intended specifically to increase the number of directors who have applicable, recent operating and branding experience in the packaged food industry,” Glass Lewis said.

The firm added that the appointment of a Third Point representative to Campbell’s board would not be warranted at this time.

Third Point has said its nominees can provide operational, marketing and branding as well as financial expertise to help turn around Campbell’s lagging stock performance. The company has been hurt by falling soup sales plus its fast paced acquisitions spree. In August, it announced plans to sell its fresh foods and international units.

Campbell responded to the ISS and Glass Lewis reports by urging shareholders to support its full slate and said again that it had offered to expand the board to include two Third Point nominees, Schmidt and Hofstetter. It again voiced its objection to having a Third Point employee on its board.

Third Point said in a statement that the findings of the two advisory firms conveyed a clear message to shareholders ... “the time has come to refresh the recipe in Campbell’s boardroom.”

ISS said Campbell’s underperforming total stock return and weak fundamentals are linked to its acquisition strategy and poor execution on mergers as well as a lack of focus on its core business.

“In light of these factors, the dissident has presented a compelling case that change at the board level is warranted,” the report said.

Third Point owns roughly 7 percent of Campbell’s stock and it has allied with George Strawbridge, a descendant of John Dorrance who invented condensed soup and ran the company about a century ago. Three Dorrance heirs currently serve on the Campbell board and they plus another family member control roughly 40 percent of the shares, making Loeb’s proxy contest all the more difficult.

At the outset, Loeb was pushing for a sale of the company but later backed away from that and more recently recommended splitting the company to make it more attractive to potential buyers. It also warned the company against hastily hiring a new chief executive during the proxy contest.

The company had criticized the hedge fund for not having a concrete plan to turn around the company.

ISS said it may make more sense for the company to improve its operations instead of pursuing a sale right now. “The dissident’s seemingly premature focus on a sale may have caused some investors to worry that a dissident-controlled board might not thoroughly explore all strategic options,” the report said.

Reporting by Svea Herbst-Bayliss; editing by Grant McCool

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