Brendan Wood International
TopGun® Press


December 14th, 2015 by TopGun Press

Brendan Wood International
Palm Beach, Florida
11:05am EST
December 14th, 2015




Prior to the appointment of Mr. Edward Breen as CEO, independent shareholder confidence polls on Dow over the last three years and DuPont over the last year signalled an overwhelming demand for top down management changes at both companies. Brendan Wood’s shareholder polls conducted on these two firms and several others throughout 2013 to 2015 also underline the need for reform in the process of director election.

Dow and DuPont shareholders have consistently placed the managements and boards of both companies at the lowest echelons of their shareholder confidence ratings. Both companies, especially Dow Chemical, have been informed of these results for some time. While the business assets of both companies have long been considered undervalued by investors, shareholders have rated “Strategy, Board and CEO” performance at levels well beneath acceptable standards. In Brendan Wood quarterly reports, shareholders have expressed their verbal demands for the replacement of Mr. Liveris and an overhaul of Dow’s board of directors and senior management, likewise calling for an overhaul of the board and management of DuPont.

“The shareholder confidence poll data has been published and distributed to the managements of both companies and their directors by Brendan Wood International long ago”, said Brendan Wood, Chairman. “The present merger organization plan perpetuates the reign of Dow’s CEO considered wholly unacceptable by investors. If not corrected, this has the potential to become the object of shareholder outrage. Ms. Kullman’s departure from DuPont earlier this year mirrored the wishes of share owners polled by our firm. Shareholders polled have been unilaterally dissatisfied by the boards of both companies. Investors have been particularly dissatisfied by the regime of Andrew Liveris. With activists in place at both of these giants, the process of change, while favored by most active big ticket investors has been painfully slow and expensive in the experience of owners”, according to Mr. Wood.

Brendan Wood reports have earlier indicated that although shareholders favored major management and board changes, effecting such changes has been problematic. In Dow’s case apparently patient and constructive incremental activism leading to a CEO and board transition has been dragged out and now may be potentially thwarted by sweeping measures which perpetuate the current management. “Mr. Liveris is virtually the lowest rated CEO in the industry and has been for more than three years. To many Dow shareholders, his reign has been wholly repugnant”, said Wood.

“In response to the severe criticism levelled by investors at both boards, directors may ask ‘who elected us’? Therein lies part of the problem. The activist process has been opposed, achieving minor concessions at best. As patient an activist as Third Point has reportedly been in Dow’s case and as perseverant as Mr. Peltz has been in DuPont’s case, the rebuffing of both activists has been inadvertently supported by passive pro management votes of acquiescent index investors as well as conservative investor concerns about an empty chair in the CEO’s office.” The Third Point nominee directors were in the minority at Dow Chemical. Mr. Peltz’s nominees were not elected at DuPont. Except for the recent presence of TopGun Director James Gallogly, the outstanding former CEO of LyondellBasell and Mr. Edward Breen, the DuPont board remained essentially unchanged.

Click Here for related charts and graphs on Dow and DuPont

The ongoing Brendan Wood poll is currently focussed on a review of various aspects of the proposed merger. A full shareholder confidence poll is due in early January.

Brendan Wood International (BWI) is an independent performance advisor and proxy polling firm which rates the management performance of 1400+ prominent names in the public markets worldwide. Committed to an even playing field and optimal transparency, BWI intelligence is available to investors and corporate clients alike. BWI also serves investment banks and broker dealer firms, providing competitive intelligence and performance counselling concerning their client relationships. Brendan Wood and partners have conducted more than one thousand off sites and management conferences in fifty cities. Originators of the TopGun recognition program, BWI represents TopGun talent and offers placement services to clients seeking game changer executives and professionals.

BWI emphasizes that all reports, evaluations and assessments, represent Brendan Wood International’s subjective judgment and opinions, based on our years of experience and on information obtained by us in the course of our research. The factual information contained in our reporting has been obtained by us from third parties on whose responses we have relied in good faith, independent verification by Brendan Wood International being, under the circumstances, impossible. While we believe our reports to be an invaluable tool in formulating independent thinking, strategies and judgments of readers, the foregoing should be borne in mind.

BWI reports and releases are not meant as investment advice and should not be interpreted as advising on the value of a company’s securities, the advisability of investing in, purchasing or selling any company’s securities or any other conclusion relating to investment/divestiture of a company’s securities. Finally, BWI reporting is not intended as an offer or solicitation for the purchase or sale of any of company’s securities.

Related Links:

Jordan Novak
Managing Director
Brendan Wood International
+1 416 924 8110

Amanda Knott
Panel Manager
Brendan Wood International
+1 416 924 8110

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