Starboard Proceeds With Proxy Fight at Newell Despite Icahn Deal

(Bloomberg) -- Starboard Value, the activist fund run by Jeff Smith, is pushing ahead with a proxy fight at Crock-Pot maker Newell Brands Inc., saying it doesn't believe a recent agreement with billionaire investor Carl Icahn will be enough to fix the company.

“We believe poor execution and a series of operational missteps have resulted in severe share price underperformance,” Smith wrote in a letter to the Newell board Wednesday. “The current situation is unacceptable.”

In February, Starboard partnered with former executives of Jarden Corp., which was bought by Newell two years ago, to launch a proxy fight at the company to replace its entire board. The firm owns about 3.8 percent of Newell.

Icahn, who owns a 7 percent stake in the company and is its third-largest holder, put a wrench in those plans by striking a deal with Newell last month that would grant his firm seats on the board and accelerate efforts to transform the company.

Now, Starboard is pushing ahead with plans to nominate a minority slate of directors to the Newell board, which it has said wouldn't include the former Jarden executives. It also called for a strategic review of the entire company. The activist fund's nominees will stand for election at Newell's annual general meeting on May 15.

Newell shares rose 1.8 percent to $25.35 at 10:40 a.m. in New York, outpacing the broader market.

Representatives for Icahn and Newell didn't immediately respond to requests for comment.

Starboard's Smith also said he remained concerned about the departure of five directors from the Newell board this year.

“We are not convinced that the agreement with Mr. Icahn, which included the appointment of three of his direct representatives, will result in the necessary change at Newell,” Smith wrote.

To contact the reporter on this story: Scott Deveau in New York at sdeveau2@bloomberg.net.

To contact the editors responsible for this story: Elizabeth Fournier at efournier5@bloomberg.net, Jonathan Roeder

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