Corporations around the globe have been put on notice after two massive companies, oil giant Exxon Mobil Corp. and French yogurt maker Danone SA, saw their leadership upended by tiny investors this year.
Recently-formed Engine No. 1 pulled off an upset Wednesday in its first campaign ever by winning at least two Exxon board seats, part of a push to improve the company’s performance and accelerate its climate change goals. A third nominee may be elected to the board once the final votes are tallied, Exxon said at its annual general meeting.
The activist win follows that of another small fund, Bluebell Capital Partners, which successfully pushed for major governance changes in March at Danone, including splitting the chairman and chief executive officer roles. It eventually led to the exit of Emmanuel Faber in both roles.
Shareholder activists typically push for changes at companies by taking small positions -- often 5% or less -- and agitating for shifts in strategy, management or at the board level. What makes the success of Engine No. 1 and Bluebell so unique is how little skin in the game they had.
“We are seeing investors have substantial successes where their position is something that is maybe viewed as tiny,” said Andrew Freedman, co-chair of the shareholder-activism practice at the law firm Olshan Frome Wolosky LLP.
Engine No. 1
Engine No. 1, founded by technology investor Chris James, had roughly $250 million in capital when it launched in December. Its initial investment in Exxon amounted to about $40 million, or only few million more than it later estimated it would cost to run its proxy contest against the company, according to a regulatory filing. Its stake is now worth about $54 million, or roughly 0.02% of Exxon’s nearly $250 billion market value, data compiled by Bloomberg shows.
London-based Bluebell, which only has $90 million in assets under management, didn’t disclose the size of its stake in Danone throughout the fight.
The activism arm of San Francisco-based Engine No. 1 is being run by Charlie Penner, a former partner at Barry Rosenstein’s activist fund, Jana Partners. Despite Penner’s experience at Jana, winning seats on the board of Exxon is a Herculean feat for such a small and unknown fund. It also won the partial support of the two influential shareholder advisory firms.
What made the campaign so successful is that Engine No. 1 was able to tap into long-simmering tension between Exxon shareholders and its management team and board under the leadership of Chief Executive Officer Darren Woods. Engine No. 1 launched its initial salvo against Exxon with the backing of the California State Teachers’ Retirement System, and eventually won the support of other large and small investors, including BlackRock Inc., the Church of England and insurer Legal & General Group Plc.
“If you have a strong platform that resonates up and down the shareholder base then it matters little what your own position is in any given company,” Olshan’s Freedman said.
The shareholders who went public with their support said they shared the same concerns as Engine No. 1 over Exxon’s performance and how seriously it was taking climate change.
Anelyia Crawford, global head of activist defense at UBS Group AG, said a lot of it comes down to the bad advice boards are taking in these battles involving smaller investors.
“It is very comfortable and convenient to say that these small shareholders should not have control over the agenda,” she said. “It’s false comfort in many respects. It really doesn’t matter how small the shareholder is.”
Bluebell’s efforts at Danone were likewise bolstered by two of Danone’s much larger investors, Artisan Asset Management Inc. and Causeway Capital Management, which also called for governance changes.
It appears that Bluebell is building off its victory. The fund has now turned its attention to Vivendi SE, the French media group run by billionaire Vincent Bollore. It said in a letter Tuesday it wanted Vivendi to pay about 3.3 billion euros ($4 billion) in an extraordinary dividend when its spins off its Universal Music shares.
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