Bluebell Capital Partners was dealt a blow in its efforts to revamp the board of luxury-goods company Richemont after a prominent advisory firm counselled shareholders to vote against the activist investor’s board nominee at a September 7 annual meeting.
Institutional Shareholder Service recommended in a report Monday that shareholders reject Bluebell’s proposal to name former Bulgari CEO Francesco Trapani to the board as representative of Richemont’s A-class equity holders, saying the appointment wouldn’t serve their interests.
“The dissident has failed to make a compelling case that change is needed on the board,” ISS analysts wrote in the report.
Richemont Chairman Johann Rupert has also urged shareholders not to vote for Trapani, in part because he was the CEO of Bulgari when it was acquired by arch rival LVMH. Additionally, Trapani served as chairman and CEO of the French conglomerate’s watches and jewelery division between 2011 and 2014.
The company has instead nominated current board member Wendy Luhabe to represent A-share investors, a proposal that ISS also backed Monday.
Rupert controls the Swiss company, known for its high-end brands including Cartier and Van Cleef & Arpels, through its B-class shares. The South African billionaire holds 10% of the company’s share capital and 51% of its voting rights, according to the company’s most recent annual report. Bluebell, a British activist hedge fund with a history of taking on large European companies, has suggested A shareholders aren’t well enough represented.
The proxy adviser did recommend voting in favor of other Bluebell proposals, including doubling the overall board size to six directors and ensuring A and B shareholders are equally represented.
In the report, ISS also encouraged shareholders to vote against Richemont’s non-independent audit committee members due to “the failure to establish a majority-independent committee and because of a non-independent chair.” Further, the advisory firm recommended a vote against the company’s proposal on executive variable remuneration.