Hain Celestial, a maker of organic and natural foods, had seen its growth slow as consumers shifted and its margins lagged peers. In June 2017 activist Engaged Capital disclosed a 9.9 percent stake and pressed for drastic changes, saying it could push the company to consider selling itself.

On September 28, 2017 Hain agreed to a settlement with Engaged founder Glenn Welling. It named six new directors, including Welling, on an 11-member board, had three incumbents step aside, and gave Welling seats on a working group and a new compensation committee. A standstill kept Engaged from buying more for a period.

The reset then reached the executive suite. In June 2018 CEO Irwin Simon stepped down, replaced by Mark Schiller, and the company sold off low-margin units such as Pure Protein and WestSoy to pay down debt and focus on core brands.

Hain added six new directors led by Engaged's founder, then replaced its CEO and divested low-margin units to cut debt.

Hain's growth had slowed and its margins lagged peers.

Engaged took 9.9% and pressed for drastic changes.

Hain added six directors and three incumbents stepped down.

Glenn Welling took seats on a working group and comp committee.

A new CEO then divested low-margin units and cut debt.

When growth stalls in a consumer brand, an activist can force a governance reset that leads to divestitures, deleveraging and new leadership even without a full sale.

Hain's board and leadership reset was slower to show results than the activist had hoped; the stock stayed under pressure and the company faced further calls to sell assets. Still, the campaign delivered a governance overhaul, a new CEO and a leaner portfolio. It shows that not every activist win ends in a quick sale, and that a governance reset alone is harder to turn into a re-rating.

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The sources

  1. Organic food maker Hain revamps board in win for activist investor finance.yahoo.com
  2. Hain Celestial to give up board seats after deal with activist investor fooddive.com