Battle for Newell control intensifies as Starboard nominates two more directors

  • Hedge fund Starboard Value says it nominated two additional directors to the board of Newell Brands.
  • The nominations take the total number of nominees to 12.
  • The activist investor is seeking to replace the entire board and chief executive.
Jeffrey Smith, Starboard Value
David Grogan | CNBC
Jeffrey Smith, Starboard Value

Hedge fund Starboard Value nominated Monday two additional directors to Newell Brands' board, after the Rubbermaid maker sought to defend against the activist's proxy battle by boosting its board size from nine to 11.

Starboard, which has been pushing to replace Newell's entire board and chief executive Michael Polk, tossed the names of Bridget Ryan Berman and Robert A. Steele into the ring. Newell in February nominated James Craigie, Debra Crew and Judith Sprieser to its board.

The nominations come as the battle heats up between the brand conglomerate and an increasing number of Wall Street giants. Starboard is working with serial entrepreneur Martin Franklin in the proxy fight. Franklin sold his company, Jarden — itself a collection of consumer brands — to Newell, before resigning from the board earlier this year in a disagreement over its corporate strategy.

Last week, legendary investor Carl Icahn chimed in, saying he too he has a stake in Newell and believes the company is undervalued.

Franklin and two other executives who had joined the Newell board as part of the Jarden acquisition, Ian Ashken and Domenico De Sole, announced their resignations from the Newell board in January. Shortly thereafter, Franklin and Ashken teamed up with Starboard.

Last week, Ros L'Esperance, executive vice chairman for the investment bank at UBS, marked a fourth departure from the Newell board. L'Esperance, who went to college with Ian Ashken and is close with Franklin, had joined the Newell board as part of the Jarden deal as well.

Although L'Esperance is not taking a stance on the battle between Starboard and Newell, her position on its board was complicated by her long-standing relationship with Franklin and Ashken, sources familiar with the matter tell CNBC. L'Esperance could not be reached for comment.

Elmer's Glue and Crock Pot

At issue among the growing number of parties is the way in which Newell should be run. Franklin is known to run companies with a hands-off culture, whereas Newell has taken a more centralized approach.

Shares of Newell have declined about 39 percent since closing its $13.22 billion acquisition of Franklin's Jarden in April 2016.

Still, Newell's business, which includes Elmer's Glue, Sharpie pens and Crock Pot cookers, is a hodgepodge of brands that analysts have said make little sense together. Some of them have been particularly hurt by a worsening retail environment, which has forced retailers such as Office Depot to limit the number of products they buy from their suppliers.

Newell has said it has a clear plan for addressing its challenged stock performance, which includes selling off multiple business lines that make up roughly a quarter of its sales. Many of those businesses were acquired in the Jarden deal. Moving forward, it plans to refocus on nine core consumer businesses.

In a presentation to analysts at the Consumer Analyst Group of New York conference last month, the company said it is on track to achieve $1.3 billion of synergies by 2021. It noted that 60 percent of its revenue base has been gaining market share.

At the same time, it acknowledged the pressured retail environment in which it is working.

"While [the company is] up front about the challenges facing the business, it will likely take a number of quarters for CEO Polk to regain investor credibility," analyst Bonnie Herzog said of the presentation.

— Reuters contributed to this report.