Below we ask why any company would go to the trouble of creating a "shareholder liaison committee" when they already have a board of directors.

More to the point, we wondered how Tempur Sealy and H Partners included this nonsense in their resolution of the proxy situation. As it turns out, H Partners had nothing to do with it. Their settlement agreement provides for H Partners to appoint directors and find a new CEO, and covers many other subjects common to these sorts of agreements.

It says nothing about the shareholder liaison committee. That's all Tempur Sealy's absurd idea. 

The entire fascinating situation there merits further comment, which we will contribute shortly.

MRL

The resolution of the Tempur Sealy matter involving H Partners includes the formation of a "Stockholder Liaison Committee". That committee will handle "communication and engagement between the Board and stockholders." We've never seen one of these before in the US, although a couple of French banks have such an entity.

Neither Tempur Sealy nor H Partners invented the idea. Vanguard encourages portfolio companies to create such a committee. This idea seems to follow from the shareholder engagement programs that companies have started to adopt. Our partners, clients, and colleagues know what we think of those.

Why isn't the board of directors the "shareholder liaison committee"?

We'd love to find out how Tempur Sealy and H Partners included this baloney in its negotiations. We'd hate to learn that H Partners actually demanded it, after their masterful proxy vote maneuvers.

MRL