In the majority of cases, corporations reach settlements with activist hedge funds targeting their boards with dissident director candidates.
However, Elliott Management's campaign and director battle launched late Tuesday at aerospace component manufacturer Arconic (ARNC) has all the makings of skirmish that will go down to the wire at an annual meeting that is expected to take place in May.
The most obvious reason to expect the contest to go the distance is that Elliott Management's core goal at Arconic is to remove its CEO, Klaus Kleinfeld, as part of an effort to improve shareholder returns. Elliott, managed by billionaire Paul Singer, noted in a presentation that "a change of leadership is required to improve performance" at Arconic and the fund, in an unusual move, even offered up a replacement option, former Sprint AeroSystems (SPR) CEO Larry Lawson. Elliott contends that Lawson "should be a leading candidate" to become CEO and that he "has the ideal set of skills" needed to turn around Arconic.
It isn't often that activists launch director battles to remove CEOs. However, when they do, settlements don't frequently occur.
The activist fund, managed by billionaire Paul Singer, has nominated a slate of five dissident director candidates to Arconic's thirteen-person board. It may initially appear that Singer is seeking to install a minority-slate of directors at Arconic. But, in fact, a victory by Elliott would send a loud signal that Kleinfeld should be removed.
Consider that in February 2016 Alcoa avoided a potential board battle by announcing a settlement to add three dissident directors to its board. The three directors, Ulrich Schmidt, a former CFO of Spirit AeroSystems, John Plant, ex-CEO of TRW Automotive and Sean Mahoney, a former investment banker, all moved over to Arconic's board when it completed its split from Alcoa in November.
Arconic has a classified board, which means that only five director slots are up for election at this year's annual meeting, including Schmidt, who Elliott supported in 2016. The insurgent investment fund said they would reduce their slate to four nominees if Arconic re-nominates Schmidt to his slot.
Nevertheless, if Elliott succeeds at getting four of its dissident candidates elected at the meeting, they in essence would have control of the board considering the three Elliott backed candidates already on the thirteen person board.
Arconic issued a statement Monday that Klaus has the unanimous support of Arconic's board, including Schmidt and two other directors nominated by Elliott. Even so, a victory for Elliott's candidates would send a loud message that shareholders want Kleinfeld removed.
Kleinfeld, for his part, doesn't appear ready to resign anytime soon. He appeared on CNBC's Mad Money with Jim Cramer late Tuesday to say that Arconic is "very open" to listen to Elliott's feedback and consider their suggestions, adding that he has a lot of "passion" to push Arconic to the next level. "People are pointing at the difficulties we had and we are fixing them," he said.
Cramer said Monday that he expected a real challenge to Kleinfeld in the wake of a Wall Street Journal report suggesting that a number of major Arconic investors blame Kleinfeld for the company's poor results of late, noting a history of missed forecasts dating back to before the split.
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An adviser to activists agreed that proxy fights that go the distance typically involve campaigns where there is a target on the CEOs head. He acknowledged that it is fairly uncommon for an activist to recruit and identify a CEO candidate the way Elliott did with its campaign. Nevertheless, he suggested that the top tier activists have been increasingly seeking to identify replacement candidates for top executive roles because it helps build credibility and momentum around their campaign.
A popular example is activist Pershing Square Capital Management's Bill Ackman, who engineered a board takeover at Canadian Pacific Railways Ltd. ( (CP) ) in 2012, in part by offering up Hunter Harrison, a recently retired CEO of Canadian National Railways, a top performing railway in North America at the time, to replace the railroad's CEO. Harrison last month stepped down as CP CEO to join recently formed activist fund Mantle Ridge and its efforts to shake up CSX Corp. (CSX) It's possible that Mantle Ridge may be pushing to have Harrison take over the top job at CSX.
With Elliott's campaign, Singer brings Lawson, the former CEO of Spirit Aerosystems, as his CEO candidate. Lawson has a lot of credibility in the aerospace sector for turning around Spirit, with the company's stock rising significantly since 2013 when he was installed in the chief executive role.
The activist's contest was announced an hour after Arconic said after markets closed Tuesday it earned 12 cents per share, excluding special items, on revenue of $3 billion in the fourth quarter, falling short of analyst estimates for 13 cents per share in earnings on $3.003 billion in revenue, according to FactSet.
The company had been expected to report a messy quarter. The results included $1.4 billion in special items, including tax valuation allowance charges related to the separation, as well as restructuring and other separation costs.
Shares of Arconic traded up 2% in pre-market trading in the aftermath of Elliott's campaign.
Arconic, a supplier of specialty metal components to the aerospace and automotive industry, while still a part of Alcoa had warned that expected growth would be delayed due to what the company described as temporary delays and customer-specific issues.
-- Lou Whiteman contributed to this report