Heinz ( HNZ) advised its shareholders to vote against a bid by activist investor Nelson Peltz to elect a slate of directors, saying his voice will be adequately served without extensive board representation.

Peltz, the Milken-era corporate raider whose Trian Partners owns 5.4% of Heinz's stock, is trying to get five delegates elected at the company in an upcoming shareholders vote. Peltz has proposed a restructuring plan for the company, whose shares languished for the better part of a decade before the Peltz stake was disclosed.

In a release, Heinz referred to Trian as a "Cayman Islands-based hedge fund" four times. It said Peltz was pushing things with his proxy battle.

"We listen carefully to all our shareholders and value their opinions. Mr. Peltz does not need board representation for his voice to be heard and his voice deserves no special preferences over the voices of all our other important shareholder constituencies," Heinz said.

"It is not in the best interest of Heinz shareholders to support Mr. Peltz's proposed slate of directors because his plan and his presence on the board would disrupt the strong momentum of our business," Heinz said. A vote for Heinz's involved, independent and experienced directors will ensure that Heinz remains focused on delivering superior value for the benefit of all shareholders."

The stock closed at $40.58 Thursday.

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