Freedman Quoted in Story by The Deal About H Partners’ Historic Withhold Campaign at Tempur Sealy
Olshan Activist Practice Partner Andrew Freedman was quoted in The Deal news article on H Partners’ historic "just vote no" campaign against Tempur Sealy International that led to extensive leadership changes at the mattress maker. The story noted that “the most significant outcome of the campaign was the Securities and Exchange Commission's approval of H Partners' strategy” which was formulated by an Olshan team that also included Steve Wolosky and Meagan Reda. The key component of the campaign strategy was that the Olshan team was able to get H Partners' proxy card approved by the SEC. Historically, it has been uncertain whether the SEC would bless such a proxy card where the dissident is not seeking to elect its own slate of nominees. Freedman contends that having a proxy card for a withhold vote campaign is critical for assertive shareholders that are seeking board and management changes because it allows the dissident to have the same information as the company about the votes leading up to the meeting. "It is important to know what the preliminary voting results are at various periods of the campaign so that the activist fund can conduct or strategize its campaign accordingly," he said. Freedman added, “It is too much of a disadvantage for a dissident to run a full-fledged campaign without knowing what percentage of the vote is coming in as withholds or for management."