A boardroom. (Source: BloombergQuint)

When Defeat Is Victory for Minority Shareholders

(Bloomberg Opinion) -- Sometimes, impossible battles are worth fighting. A small defeat beats a rout, and there’s always the chance you might win.

EssilorLuxottica’s minority shareholders lost their skirmish to secure representation on the eyewear group’s board on Thursday – but only by the narrowest of margins. One of their number had caved in at the last minute.

The maker of Ray-Ban sunglasses cannot ignore this result.

The proposals to expand the board were a sensible attempt to address the simmering conflict between Luxottica founder Leonardo del Vecchio and former Essilor CEO Hubert Sagnieres, who jointly run the combined business. Each has accused the other of attempting a coup since the two companies’ $52 billion merger in October.

The minorities were seeking to install two independent directors. A third nominee had previously been proposed separately by Valoptec, which represents the company’s employee-shareholders and already has one board seat.

Evidently, EssilorLuxottica’s board moved over the weekend to crush the rebels. A supposed peace deal was hatched: on Monday, Del Vecchio and Sagnieres agreed to hand power to two executives, one from each of the predecessor companies. Valoptec pulled its nominee and agreed to oppose the other independent candidates.

That change of heart has proved critical. One of the remaining minority’s slate secured 44% of the votes cast. That marks a huge protest given that Del Vecchio owns 32% of the company, Valoptec 4%, and roughly 75% of shareholders turned out to vote.

Had Valoptec stuck to its guns and lobbied for support, the independent nominees might just have succeeded. Precisely what changed Valoptec’s mind isn’t clear, but its board member has been given a formal role in strategy and integration. It might have wanted to avoid being accused of not giving the new governance arrangements a chance. But it’s also likely that pressure from fellow directors to fall in line was overwhelming.

EssilorLuxottica should not treat this result as the end of the matter. Independent shareholders have spoken and Valoptec’s support for the weekend bargain may not endure. The business needs stability and a board that can make decisions about the group’s interests, which transcend those of Del Vecchio and Sagnieres. The fight to deliver that goes on.

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Chris Hughes is a Bloomberg Opinion columnist covering deals. He previously worked for Reuters Breakingviews, as well as the Financial Times and the Independent newspaper.

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