The board of H.J. Heinz Co. on Thursday unveiled a series of proposed corporate-governance changes as it tries to win shareholder favor in the middle of a proxy fight with a dissident shareholder group led by billionaire Nelson Peltz.
The Pittsburgh-based ketchup maker said that based on a "recent dialogue" with Calpers, the largest pension fund in the United States, it proposed a plan that involved adopting a majority voting process in the election of directors; recommending that Heinz shareholders cut the supermajority-voting provisions to 60% from 80%; and committing to hold regular meeting between Heinz's independent directors and "key" shareholders.
Heinz also said that if it were to adopt a shareholder-rights plan, it would seek shareholder approval within one year of the date of adoption, and committed to add up to two additional independent directors to the board through its normal governance and nomination processes.
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