Strategy and Tactics in a Proxy Fight

Crafting key strategic messaging and communicating long-term value to investors.

Challenge:

Facing a proxy battle and increasing criticism from an activist investor group, The Eastern Company (NASDAQ: EML) turned to Dix & Eaton for help in crafting its key strategic messaging and communicating the company’s strengths and long-term value to its investors.

The Eastern Company, headquartered in Naugatuck, Connecticut and publicly traded for more than 75 years, is a nearly 160-year-old manufacturer of industrial hardware, security products and metal castings.  The company’s key strengths include its long-standing relationships with customers along with diversified products and businesses aligned with the changing requirements of markets served.  Reflecting the company’s commitment to providing long-term shareholder value, 2015 marked its 75th year of uninterrupted dividends.

When activist investor group Barington Companies Equity Partners, L.P. increased its stake in the company to approximately 5.2% of Eastern’s outstanding shares, it decided to seek representation on Eastern’s Board of Directors by launching an aggressive proxy contest critical of the company’s recent stock performance and the entrenchment of its directors. 

Solution:

Dix & Eaton worked closely with a cross-functional team including The Eastern Company’s management, Board of Directors, legal advisors and proxy solicitor to develop a communication plan focusing on the company’s long-term strengths, the soundness of management’s growth strategy, the Board’s commitment to good governance, and providing increasing value to investors.  Numerous communication materials were drafted – including letters to investors, news releases, proxy materials, presentations and a fact sheet – and a microsite was launched to give shareholders a convenient way to access all materials related to the company’s annual meeting as well as instructions on how to vote.

Result:

Dix & Eaton was able to provide insight on the activists’ strategy, anticipate their actions, and develop pre-emptive and response tactics throughout the process.  This work included development of a presentation on the company’s value creation and growth strategy. Although shareholders ultimately elected both Barington nominees to Eastern's Board of Directors, the company was able to convince Institutional Shareholder Services, a leading proxy advisory firm, to recommend that shareholders vote in favor of the company’s director nominees.  

What We Did

  • Strategy Development
  • Messaging
  • Website Development

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Lisa Rose

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President.

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