The Minneapolis investor Nick Swenson largely won his argument against reelecting the board of the mini-conglomerate Biglari Holdings. He got the big proxy advisory firms to agree with him that no votes should go to the incumbents, and the legendary investor Mario Gabelli apparently sided with him, too.
Yet Swenson didn’t win any board seats.
The Biglari board of six members was reelected Thursday at the annual meeting of shareholders in New York. Swenson’s firm, Groveland Capital, had put up its own slate of nominees.
Biglari is led by Sardar Biglari, an investor from Texas. And in combing through the various arrangements Sardar Biglari has with the board of the public company, Swenson had found plenty of material to work into a campaign for change.
There is, for instance, the deal Biglari has with the publicly held Biglari Holdings that has him managing a bunch of the public company’s money in a privately held hedge fund.
This in turn, allows him to take the public company’s money and buy the public company’s stock. Thus, as a CEO facing a contested election for the board, he got to vote for himself with the shares of the company held by his hedge fund, bought with the company’s money.
Swenson wasn’t the only person to wonder how any public company board could’ve agreed to this kind of a deal with its CEO. The two most influential proxy advisory firms both recommended that shareholders not vote for the incumbent slate.
As for Gabelli, he summarized the Biglari vote early Friday in a cryptic Tweet that said simply “mindless investing led to mindless voting.”
But while Swenson had made a good case for tossing out the incumbent directors, he didn’t make a very good case for replacing them with his nominees. It clearly didn’t help that Groveland Capital is not exactly a household name, owning just a relative handful of shares.
Sardar Biglari was reportedly asked that the shareholders meeting what lesson he drew from facing a potential ouster by the shareholders. According to Forbes, he said he learned there are more stupid people in the stock market than he had previously thought.
I must admit, after seeing his directors reelected, that’s one of the things I got out of this story, too.