P&G CEO: Company Won't Be Broken Up
" Cincinnati Business Courier (11/16/18) Brunsman, Barrett J."
Procter & Gamble (PG) CEO David Taylor said the recent revelation of a plan to overhaul management structure isn't a forerunner to breaking up the company. P&G gets "tremendous value on being one company," Taylor said in a recent interview. "P&G is not a conglomerate." However, the company is willing "to change anything and everything" to improve results and create value for shareholders, Taylor on Nov. 8 told market analysts at P&G's annual Investor Day. P&G will have six global divisions as of July 1, each of which will be led by a chief executive who will manage product categories and report to Taylor. The division leaders will have direct responsibility for sales, profits, cash, and value creation for P&G's biggest markets. P&G has been working for a number of years to make the company more adaptable and competitive as well as accountable to shareholders, Taylor said. Investor Nelson Peltz, who was invited by Taylor to join P&G's board in March after narrowly losing a bid to be elected a director by shareholders, had suggested dividing the company into three standalone global business units that would be part of a holding company; however, he said he wasn't calling for a breakup. Peltz's Trian Fund Management had more than $3.4 billion in P&G stock.
Carl Icahn Calls Off Dell Fight After Improved Offer
" Bloomberg (11/15/18) Deveau, Scott"
Carl Icahn is dropping his proxy battle and litigation against Dell Technologies Inc. (DVMT) after the company sweetened its offer to holders of its tracking stock. “Largely due to our opposition, today Dell enhanced the deal,” Icahn said in a statement posted to his website Thursday. “We have determined that a proxy fight would be unwinnable and have decided to withdraw our Delaware litigation and terminate our proxy contest,” he said. Dell on Thursday offered $120 per share in cash and stock for the tracking stock and increased the cash portion of the deal to $14 billion from $9 billion in a bid to appease shareholders, among other measures. The company has won public backing for its revised offer from roughly 17% of the tracking stock’s holders, including funds affiliated with Dodge & Cox and Elliott Management Corp. Icahn, who owns a 9.3% stake in DVMT, had criticized the original deal, saying it undervalued shares and that he would do “everything in my power” to halt the proposed merger. In November he sued the company to attempt to gain access to its books and records, saying Dell had refused to provide information related to the deal. Dell had denied Icahn's allegations.
Korean Fund Ups Stake to Influence Hanjin and Korean Air
" Pulse - Maeil Business News Korea (11/16/2018) Si-young, Cho; Jeehyun, Cho"
Grace Holdings Ltd., a wholly-owned subsidiary of Seoul-based fund KCGI, has acquired a 9% stake in Hanjin KAL Corp., the holding entity of Hanjin Group that operates the country’s flag carrier Korean Air Lines Co. The move comes after a high-profile owner family scandal pummeled the company's business and stock value. KCGI also announced it will get involved in management decisions such as management, changes to corporate mandates, dividend payouts, and M&As. This marks the first time that a local fund officially announced its intention to push for change at a large Korean company through an active shareholder's role. Hanjin Group Chairman Cho Yang-ho and family members own a combined 28.95% of Hanjin KAL. If KCGI teams up with other major shareholders, their combined 31.81% stake could overwhelm the interests of the family front. Hanjin Group family members came under scrutiny over a number of issues this year. Among other scandals, group chairman Cho Yang-ho faces a court trial on prosecutorial charges on embezzlement and illicit business channeling to profit companies owned by family members.
Top U.S. Proxy Advisers Split on Advance Looks for Corporations
" Reuters (11/16/18) Kerber, Ross"
Top U.S. proxy advisers detailed different processes for sharing their research and voting recommendations with stock issuers at a hearing on Capitol Hill on Thursday. Gary Retelny, CEO of Institutional Shareholder Services (ISS), said his firm distributes drafts of its of research to S&P 500 companies and other large global firms before publishing to its own clients, and offers free copies to all stock issuers eventually. Meanwhile, Katherine Rabin, CEO of Glass, Lewis & Co, said it does not provide the full reports to companies ahead of time and charges for them, although it does share early the underlying data driving its opinions and analysis. Rabin said Glass Lewis tries to share the data well before annual meetings to give executives time to speak to investors on how to vote. “If you're doing it too late I think that companies are sort of scrambling,” she said. The differing approaches could prove important to regulators considering calls from industry groups to impose new rules on the advisers and on other parts of the process used to decide questions at corporate annual meetings. Among other reforms, the U.S. Chamber of Commerce has suggested proxy advisers should show public companies drafts of their research reports to let them check for inaccuracies “or other concerns.”
Bipartisan Bill Proposes Putting Proxy Firms Under SEC's Authority
" MarketWatch (11/15/18) McKenna, Francine"
A half-dozen U.S. senators this week introduced a bipartisan bill to put proxy advisors under the regulatory jurisdiction of the Securities and Exchange Commission (SEC). The Corporate Governance Fairness Act is co-sponsored by Democrats Heidi Heitkamp of North Dakota, Doug Jones of Alabama, and Jack Reed of Rhode Island, along with Republicans John Kennedy of Louisiana, David Perdue of Georgia, and Thom Tillis of North Carolina. Furthermore, it has received the endorsements of the U.S. Chamber of Commerce and the Consumer Federation of America. The bill puts the advice provided by proxy advisory firms like Glass Lewis and Institutional Shareholder Services under the SEC-enforced Investment Advisers Act. The bill calls for the SEC to conduct periodic inspections of proxy advisors, including reviews of potential conflicts of interests. Glass Lewis dismissed concerns about such conflicts, noting that it does not offer consulting services to corporate issuers, directors, dissident shareholders, or shareholder proposal proponents.
Investors Urge SEC to Shake-Up US Shareholder Votes
" Financial Times (11/14/18) Fortado, Lindsay"
Investors, lawyers, and company representatives are among those who on Nov. 15 are discussing proxy voting mechanics and technology during a roundtable the Securities and Exchange Commission (SEC) has convened. Investors, advisors, and companies want the SEC to modernize a proxy voting system that is expensive, complex, and prone to error. "The P&G situation put a spotlight on issues that have been plaguing the proxy process for years," says Bruce Goldfarb, chief executive of proxy solicitor Okapi Partners. Last year, Nelson Peltz and Proctor & Gamble (PG) engaged in what has been called the most expensive proxy battle, with both sides spending tens of millions of dollars on their campaigns. The proxy battle turned into a debacle when it took two months to determine whether Peltz had won a seat on the company's board. The SEC plans to review how accurate and transparent the voting process is, how to use technology to make the process more efficient, and why retail participation is so low. Retail shareholders voted about 29% of their shares in the most recent proxy season, says Darla Stuckey, chief executive of the Society for Corporate Governance.
Michael Dell and Silver Lake Are the Winners in Sweetened Deal
" Barron's (11/15/18) Bary, Andrew"
Dell Technologies' (DVMT) revised deal to buy out the holders of its tracking stock for VMware is a huge win for the company's owners, Michael Dell and Silver Lake Partners. If the deal is approved by shareholders, Dell and Silver Lake stand to gain $10 billion. Thus far, the market reaction to the $23.9 billion deal, which was announced Nov. 15, has been lackluster. The tracking stock, Dell Technologies Class V (DVMT), rose 50 cents to $106.19 in late morning trading on Nov. 15, well below the $120 per share stated value of the cash-and-stock deal. DVMT trades at a big 32% discount to VMware (VMW), whose shares are up almost 4% to $157.20. The huge gap between the current price of DVMT and the stated value of $120 reflects the low value that investors are putting on Dell's equity relative to the price assumed in the transaction. Investors appear to be valuing Dell equity at about $55 per share—well beneath the stated value of $79.77. Some observers believe the transaction will earn enough support to gain approval with 17% of DVMT holders, including big and influential investors Dodge & Cox and Elliott Management agreeing to support the deal. However, the deal could potentially run into trouble if Carl Icahn, the biggest DVMT holder with a 9.3% position, chooses to oppose it. Icahn has advocated a deal that gives DVMT holder parity with VMware. Despite his stance, Icahn is a pragmatic investor who could gain an estimated $300 million profit on his DVMT holding. That was what he hinted at on Nov. 14, when there was press speculation about an impending deal. "The press is widely reporting that Dell may be raising the price it is willing to pay to buy out our DVMT shares, which we believe is largely the result of our opposition and efforts," he said in a statement, adding that public investors should get board representation, which Dell is now offering. Still, numerous DVMT holders have told Barron's that they wanted at least $120 per share for their stock, and the current deal falls well below that despite the headline value of $120 per share. A shareholder vote is scheduled for Dec. 11, and Dell wants to finalize the transaction by the end of December.
Third Point Gets Important Backing in Campbell Soup Fight
" Wall Street Journal (11/15/18) Lombardo, Cara"
Institutional Shareholder Services Inc. (ISS) recommended that investors in Campbell Soup Co. (CPB) vote for all five of Third Point LLC’s director nominees, according to a report released to ISS clients Wednesday. ISS’s approval of Third Point will likely sway some votes in the hedge fund’s direction or give it additional leverage in settlement discussions as it faces an uphill fight to gain influence over the company. ISS said that even when accounting for headwinds in the packaged-food industry, Campbell has substantially trailed its peers, making board-level change warranted. Daniel Loeb's Third Point argues the current board has done little to improve a slumping stock price and falling soup sales. It is working with George Strawbridge Jr., a descendant of the company's founder. Together, they own a roughly 10% stake. ISS is recommending Third Point's entire slate, which includes Third Point partner Munib Islam, former Blue Buffalo CEO Kurt Schmidt, comScore Inc. President Sarah Hofstetter, former Uber Technologies Inc. executive Bozoma Saint John and former Hostess Brands Inc. CEO William Toler. Glass Lewis, the other primary proxy adviser, recommended soon after that shareholders support three of five Third Point nominees. The shareholder vote is scheduled for Nov. 29.
Detour Gold Agrees to Two Paulson Nominees for Its Board
" Reuters (11/15/18) Chatterjee, Laharee"
Detour Gold Corp. (DRGDF) announced Thursday it has reached a deal with Paulson & Co. to appoint two of its nominees to its board. The gold miner also said its interim CEO would resign as a director and it would begin looking for a new CEO once the proxy contest ends. Paulson & Co., which owns a 5% stake in the miner, had called for an overhaul of the board and for the company to explore strategic alternatives including a sale. John Paulson, the hedge fund's manager, said the company had failed to recruit and oversee a management team capable of operating its main mine in a manner that delivers returns to shareholders. In a letter to shareholders on Thursday, Detour said Paulson's objective was to “force a fire sale of Detour Gold,” and that the hedge fund changed its efforts when it “realized that its fire sale narrative would not win this proxy fight.” Detour was willing to settle with Paulson in October, offering to name a new CEO and drop a civil claim. Paulson turned down the offer. Detour has been under pressure from other shareholders as well, including U.S. hedge fund Livermore Partners and investment company Coast Capital Management L.P., which have sought a sale of the company and a board shakeup. Investors have until Dec. 7 to vote on board nominees.
Dell Sweetens VMware Offer With Higher Price, Board Seat
" Reuters (11/15/18) Sharma, Vibhuti"
Dell Technologies on Thursday sweetened its offer to buy back shares tied to its interest in software maker VMware (DVMT) to $120 per share, still way short of the $300 price suggested by Carl Icahn. The computer maker in July offered to pay $21.7 billion, or $109 per share, in cash and stock to buy back shares tied to its interest in VMware, returning the computer maker to the stock market without an initial public offering. Icahn, who owns a 9.3% stake in Dell, has opposed the plan, saying the proposed deal massively undervalues the tracking stock. Icahn sued Dell earlier this month and said VMware should be worth $300 per share. The billionaire investor said on Wednesday Class C shareholders should be given basic corporate governance rights, including the right to elect at least three independent directors. Dell said on Thursday that its proposal includes the ability for Class C stockholders to elect an independent director. Dell said Elliott Management and Canyon Partners, which had earlier opposed the deal, have agreed to vote in favor of the revised transaction.
U.S. Senators Introduce Bill to Rein in Proxy Advisers
" Reuters (11/14/18) Price, Michelle"
A bipartisan group of senators has introduced a bill that would mandate that the Securities and Exchange Commission (SEC) directly regulate proxy advisers. The bill comes as the U.S. Chamber of Commerce, the National Association of Manufacturers, and other corporate lobbyists are campaigning to curb proxy advisers, which they say have too much influence over corporate democracy. Proxy advisers often support shareholder proposals on issues such as climate change and employee diversity, bringing them into conflict with company management and effectively hijacking the boardroom, some say. They argue proxy advisers should be regulated in a manner similar to rating agencies; and they note that the firms are potentially conflicted because Institutional Shareholder Services, for example, offers consulting services to the same companies on which it provides voting recommendations. The senators' Corporate Governance Fairness Act bill would call for the SEC to regulate proxy advisers directly under the Investment Advisers Act, making the firms subject to periodic SEC examinations, including a serious review of the firms' conflicts of interest policies. The bill has been endorsed by the Consumer Federation of America, the New York Stock Exchange, and the Society for Corporate Governance.
Dell Reportedly Taps Banks to Raise More Cash for Tracking Stock Offer
" CNBC (11/13/18)"
Dell Technologies (DVMT) is working with investment banks to add more cash to a $21.7 billion offer to purchase back a "tracking stock" linked to its software company VMware following investor opposition, according to sources. The move comes after a number of investors in the tracking stock, including Carl Icahn, said they would not accept the offer. The investors believe it transfers too much value to Dell's owners, founder Michael Dell and private equity firm Silver Lake. The acquisition of the tracking stock would result in Dell becoming a publicly listed company without an initial public offering. A majority of the holders of the tracking stock must approve the deal. Dell issued the tracking stock in 2016 to purchase EMC, a data storage company, for $67 billion because it could not pay for the full transaction in cash and did not want to increase its debt burden. EMC owned a majority stake in VMware, which Dell inherited. The security relies on, or "tracks," the financial performance of VMware, and has been trading at a substantial discount to VMware's stock. This has emboldened Icahn to argue that Dell's offer undervalues the tracking stock. Dell has thus far offered $109 in cash for each tracking share, up to $9 billion in total, with the remainder payable with 1.3665 shares of Dell's Class C common stock for each tracking share. Dell anticipates using a special dividend from VMware to fund the $9 billion part of the deal. The parties are near a deal, according to sources.
Elliott's Demands Seeking to Unlock Hyundai's Capital Draw Mixed Views
" Korea Herald (11/14/18) Chung-un, Cho"
The latest letter sent to South Korean automobile giant Hyundai Motor by Elliott on Nov. 13 drew mixed views in the market on Nov. 14. Some say its requests are reasonable, while others say it is geared toward increasing share prices for affiliates of the automaker in which the hedge fund holds stock. Elliott increased its pressure on Hyundai Motor, demanding it return 12 trillion won ($10.6 billion), or 31% of its market capitalization, to shareholders and blaming top executives for mismanaging capital and thereby causing share price underperformance as well as lower-than-average returns. Elliott also urged Hyundai Mobis to return 4 trillion won, or 22% of its market value, to shareholders, "preferably in the form of share buybacks given the deep valuation discounts." Elliott's demands were supported by a report from automotive consultancy Conway MacKenzie. "Given the cost of delay and the lack of progress made thus far by the Group," Elliott said, "we reserve the right to put forward the various Conway MacKenzie recommendations, among other ideas, as shareholder resolutions in the next general meeting absent an appropriate response from (Hyundai)." Demands from the hedge fund are nothing new, said Kang Sung-jin, an analyst at KB Securities. Some industry observers speculated that Elliott is trying to increase the value of the stock it holds in three Hyundai affiliates before cashing out. Elliott in April said it holds a combined 1.5 trillion won worth of common shares in Hyundai Motor, Kia Motors, and Hyundai Mobis. However, the value of all three has plunged recently. "(Elliott) appears to be making a pre-emptive action to persuade shareholders and to take a favorable position in the general assembly, having Hyundai Motor's announcement on governance reform in mind," Kang said. Hyundai scuttled its governance reform plan in May in the face of strong opposition from investors including Elliott. A new plan by the automobile manufacturer has not been announced yet, despite pressure from the Moon Jae-in government to increase transparency in its governing structure this year. "I don't think Elliott is trying to boost its shares in Hyundai affiliates (for short-term profit making), their plan appears to be very strategic and is designed for long-term engagement," said Bruce Lee, founder and CEO of Zebra Investment.
Ousted Telecom Italia CEO Says He Was Misled by 'Dysfunctional' Board
" Bloomberg (11/13/18) Rascouet, Angelina; Lepido, Daniele"
Former Telecom Italia (TIM) CEO Amos Genish was sent on a business trip to South Korea over the weekend, then sacked Tuesday. He was let go by a board stacked with representatives from Elliott Management Corp., which had become increasingly weary of the executive, who is also a board member. Elliott is TIM's second-biggest investor. Genish criticized the process, arguing he didn't get a fair fight at a board meeting arranged behind his back. "It was not a clean process," Genish said in a phone interview. His firing is "very disappointing" and "unusual" and not aligned with the best practices of corporate governance, he said. Genish, appointed by TIM's top shareholder Vivendi SA in September 2017, has been caught between the two investors ever since Elliott achieved control of the board in May. Genish said he's had difficulty working with the board for many months and that the environment had become "dysfunctional." He said he's "extremely worried" about TIM's future and that he expects "volatile times" ahead as Elliott advocates a breakup of the group. Genish will retain his seat on the board and says he will continue to defend the interest of the company as a director.
FirstGroup Investor Calls for Split of U.K. Transport Group
" Bloomberg (11/12/18) Deveau, Scott"
Coast Capital has penned a letter to FirstGroup Plc's chairman calling for the bus and rail operator to implement measures to boost its performance, including reinstating a dividend and separating its U.K. and North American assets. “FirstGroup in its current guise is designed for failure—your 10 years of extraordinary underperformance are proof enough of that,” wrote James Rasteh, founder of Coast Capital. The fund, which says it is a top five shareholder in the Aberdeen, Scotland-based company, also wants FirstGroup to overhaul its board, consult shareholders on hiring a new CEO and management, and launch a sale-and-leaseback on at least some operating assets in its student bus business. “We have collectively compromised too much, for too long, to now settle for half-way solutions,” Rasteh wrote in the Nov. 6 letter, adding that other investors share its opinion. Shares in FirstGroup have declined roughly 27% this year amid poorly performing U.K. rail lines and increased competition from low-cost carriers. Coast Capital has consulted “every CEO in the industry” plus several former FirstGroup managers in devising its proposals, the letter stated. It has also submitted the names of potential director nominees, none of whom have been contacted by the company, Rasteh said.
Premier Foods CEO to Step Down After Battle With Shareholders
" Bloomberg (11/13/18) Mathis, Will; Pham, Lisa"
Premier Foods Plc, which is under pressure from Oasis Management Co., announced Tuesday that CEO Gavin Darby will resign early next year. Premier Foods also said it is in talks with possible buyers of its Ambrosia brand of frozen custard, rather than the Batchelors soup and noodle brand whose divestment Oasis had pushed for. The moves follow a long fight with Oasis, which had been urging the board to remove Darby, arguing that he drove the company into a “zombie-like state.” In July, shareholders voted to keep the CEO in place, even after Paulson & Co. joined the push for new management. “We welcome Gavin Darby's departure, and are optimistic about the path ahead,” Oasis said. “We look forward to Premier Foods accelerating and realizing its true potential.” Darby, who has led the company for nearly six years, was under pressure to revitalize profit and reduce debt. The CEO faced additional scrutiny after McCormick & Co. (MKC) abandoned a takeover effort in April 2016, saying Premier's board wanted too high a price. The decision to resign was related to a change in strategy and had nothing to do with the Oasis campaign, Darby said.
Nordea May Be About to Get Cevian as New Owner
" Bloomberg (11/13/18) Magnusson, Niklas"
Cevian Capital recently analyzed both Nordea Bank Abp (NRDBY) and its competitors and may be considering purchasing a stake in the Helsinki-based bank, the Dagens Industri newspaper reported Monday. Nordea shares, which have dropped by nearly a fifth this year, rose as much as 3.1% on Tuesday, their biggest gain since mid-July. Cevian's appearance could pressure the largest Nordic bank to focus more on addressing its weak revenue development, according to Jefferies. It also comes on top of recent criticism by Nordea's biggest shareholder, Sampo Oyj, for the bank's “disappointing” returns. Nordea is 19% cheaper now than it was at the end of last year, amid concerns about its return on equity, its revenue performance, and allegations of anti-money laundering breaches. According to Dagens Industri, Cevian may have already bought as many as 34 million shares.
Italy's Network Plan Turns up Heat on Telecom Italia CEO: Sources
" Reuters (11/12/18) Flak, Agnieszka; Jewkes, Stephen"
Italy is prepping legislation that could result in a merger of Telecom Italia's (TIM) network with smaller competitor Open Fiber, an issue that is causing friction between the company's CEO and some board directors, according to a source. Open Fiber has been rolling out a fiber optic network across Italy, in direct competition with TIM. Industry observers say such duplication makes little economic sense. Another source said the legislation could be an amendment to a draft law approved in September that still needs parliament's approval. If that bill gets sidetracked, it could be part of another law, the source said. TIM, whose leading shareholder is French media group Vivendi, has already started a process to put its network assets into a separate company, NetCo, which would be completely controlled by TIM. TIM CEO Amos Genish has not ruled out selling a stake in NetCo at some point, but wants TIM to retain control. In June, Genish said he was eager to talk about combining TIM's fiber-to-the-home broadband assets with those of Open Fiber, but not the entire infrastructure. The network matter was front and center earlier this year when Elliott took a stake in TIM to call for for a governance overhaul and restructuring, including a spin-off and partial sale of NetCo. Since Elliott's involvement, Genish has been caught in the middle of the struggle between Vivendi and Elliott, which eventually wrested board control away from the French group at a shareholder meeting in May. Genish hopes to finalize a three-year plan launched in March to overhaul TIM and shore up its finances, but he has come under pressure due to more robust competition at home and a large financial outlay to secure airwaves in Italy's fifth-generation mobile auction. TIM's shares have fallen almost 30% this year, and some Elliott-appointed directors are now advocating Genish's resignation because he opposes TIM losing control of its infrastructure, according to sources.
Blue Harbour Discloses New Stake in Jack in the Box
" Bloomberg (11/09/18) Deveau, Scott"
Blue Harbour Group disclosed a new stake in restaurant chain Jack in the Box Inc. (JACK) and may push for changes at the company. The investor owns a 6.8% stake in the fast-food company and believes it is undervalued, according to a regulatory filing. Blue Harbour has concluded Jack in the Box made the right decision to sell Qdoba Restaurant Corp. and divest a majority of its remaining company-owned units. Jack in the Box is now in a position to reap the benefits of a more focused corporate entity with improved profitability, according to Blue Harbour. The firm has held talks with management and other parties, and may continue to seek discussions on topics including capital structure, board composition, and strategic alternatives, the filing shows. "As Jack in the Box executes its plan, our lens will be steady on the company’s progress toward unlocking and delivering value we see in it," said Blue Harbour managing director Robb LeMasters in a statement. Jack in the Box reached an agreement last month with Jana Partners, the fund run by Barry Rosenstein, which will see two new directors appointed to the board.
Barclays Investor Bramson Lobbying Non-Executive Directors
" Bloomberg (11/09/18) Spezzati, Stefania"
Despite a blowout quarter for Barclays Plc's (BCS) investment bank, a source says Sherborne Investors' Edward Bramson is stepping up a campaign to shrink the British lender's trading business by garnering support from its non-executive directors. Bramson reportedly has been courting fellow shareholders in California, New York, and London in recent weeks, and has told some that he could boost his stake in the lender. The source notes that Bramson's current investment of more than 5% allows him to call a general meeting of shareholders, but this is not the preferred route. According to the source, Bramson has reiterated that he does not want Barclays to pour more capital into its corporate and investment bank, which is its lowest-return business. Barclays' stock has fallen more than 20% since CEO Jes Staley assumed control in December 2015. Bramson is expected to meet Nigel Higgins, who was appointed to succeed John McFarlane as chairman and is seen as a likely supporter of Staley, in the next few weeks, the source said.
P&G Moves to Streamline Its Structure
" Wall Street Journal (11/08/18) Al-Muslim, Aisha"
Procter & Gamble Co. (PG) on Thursday announced plans to revamp its management structure, shrinking the number of business units from 10 to a half-dozen and giving the heads of those products control over regional sales teams and some functions previously overseen by headquarters. The new organization, which is part of an effort by the conglomerate to streamline its operations, will take effect July 1, 2019. Each of the six business units' CEOs will report to P&G Chief Executive David Taylor. The CEOs of the business units are the same that are currently overseeing those product categories. Four unit presidents will now report to these unit CEOs, and the roles of two of the sales presidents will be diminished. Each unit CEO will be responsible for direct sales, as well as product innovation and supply chains for the 10 biggest geographic markets. P&G's decision to streamline its structure comes after investor Nelson Peltz joined the company's board of directors near the end of this year's first quarter after a prolonged proxy battle. Peltz had previously petitioned for a simplified structure, saying it would improve agility, accountability, and responsiveness to local needs.