Nelson Peltz’s Trian Kicks Off Proxy Fight At DuPont

Nelson Peltz’s Trian Kicks Off Proxy Fight At DuPont

Nelson Peltz has upped the ante in his ongoing battle with chemical giant DuPont. Peltz’s Trian Fund Management announced on Thursday that it was planning to nominate four director candidates, continuing to press its campaign to break up the $67.5 billion historic chemical maker.

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Trian Fund Management is one of the largest stockholders of E. I. du Pont de Nemours and Company. Investment funds managed by Trian beneficially own a total of around 24.4 million DuPont shares valued at approximately $1.8 billion as of January 8th.

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Statement from Trian

Trian Partners published a press release on Thursday highlighting the reason it decided on a proxy fight.

“Trian believes the DuPont Board has not held management accountable for continuing underperformance and repeated failures to deliver publicly stated revenue and earnings targets. In addition, Trian believes the DuPont Board’s recent decision to spin-off Chemours, its Performance Chemicals segment, with poor corporate governance and punitive anti-takeover measures — including a classified board, no stockholder action by written consent, an 80% supermajority vote required for stockholders to amend Chemours’ by-laws or certain provisions of its certificate of incorporation (including those relating to the election, classification and nomination of directors), and a high 35% threshold of stockholders to call a special meeting — shows a disconnect from stockholders. Trian believes it is time for new perspectives and robust oversight from the DuPont Board.”

Nelson Peltz and three others nominated for DuPont board

In its press release, Trian noted the strong qualifications of its director nominees:

  • Nelson Peltz, CEO and founding partner of Trian and a director of Mondelez International, Inc., The Wendy’s Company and The Madison Square Garden Company
  • John H. Myers, former President and CEO of GE Asset Management and currently a director of Legg Mason, Inc.
  • Arthur B. Winkleblack, former Executive Vice President and CFO of H.J. Heinz Company and currently a director of RTI International Metals, Inc. and Church & Dwight Co., Inc.
  • Robert J. Zatta, Acting CEO and long-serving CFO of Rockwood Holdings, Inc., a leading global  manufacturer of specialty chemicals.

More on Peltz’s activist campaigns

Nelson Peltz has a reputation as one of the most successful activist investors on Wall Street, having won seats on the boards of firms including Wendy’s, State Street and Family Dollar.

That said, this is only the second time Peltz has had to wage a proxy battle. The first time was H. J. Heinz in 2006, and in that case he did win two seats on the Heinz BoD. Peltz has also threatened a proxy fight over the board of PepsiCo, where he has also been urging a breakup of the company to create shareholder value.

Peltz’s firm was first noted as a major investor in DuPont back in the fall of 2013, and he has been advocating for major change ever since. Trian is currently one of the chemical maker’s biggest shareholders, controlling shares representing 2.68% of DuPont total float.

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