Have you ever lived through an election campaign that seemed to go on forever, with both sides flinging around petty accusations and meaningless clichés?
I’m referring, of course, to the proxy contest between Phoenix Cos. and its hedge fund rival, Oliver Press Partners, mentioned in a previous column.
After management refused Oliver’s request for three board seats, the two sides collectively inflicted on Phoenix shareholders no fewer than 46 proxy filings. At last, a few weeks ago, they shook hands and signed a settlement agreement.
‘Went Negative’
Thank goodness, because what shareholder could stomach any more second-rate political rhetoric? The best Phoenix could muster was: “Phoenix Directors: The Right Choice.” The company even “went negative,” as they say in politics, implying that one Oliver nominee, an insurance executive turned philanthropist, was some kind of unemployed slacker.
Oliver argued (many times, many ways) that Phoenix CEO Dona Young’s compensation package was too rich. But its campaign was sleepy, employing slogans like “the time for change is now” and “the future needs to be different than the past.”
In its final filing, the fund stepped things up, offering a sketch of a calculator that shareholders could click on to “add up for yourself Dona Young’s total retirement package.”
Perhaps that calculator caused Phoenix to cave, although I couldn’t get the darn thing to work.
No Hard Feelings
There seem to be no hard feelings. Phoenix promised up to $3 million to cover Oliver’s proxy expenses. In return, Oliver shut up and voted for Phoenix’s hand-picked slate of directors.
Phoenix will add two board seats for the Oliver folks. (I wonder if they’ll set up folding chairs, like when my cousins from St. Louis show up for Thanksgiving.) Mercifully, each side promises not to make disparaging statements about the other for the next two years. At least not in public.
The agreement plants Augustus “Gus” Oliver on Phoenix’s audit committee. But calculator strategy notwithstanding, the Oliver forces aren’t guaranteed a seat on the compensation committee.
As I filed this column, Phoenix filed its first quarter 10-Q, reporting a $19 million net income loss. In a statement, CEO Young said management was “very disappointed” with these results. Attached to the 10-Q was her revised employment contract, looking oddly similar to the one Oliver disliked.
Wendy Fried, a freelance writer, is a contributing editor at footnoted.org and also blogs about matters corporate at her own site, proxyland.blogspot.com.
