Highlights from the 
world of Proxy Papers you can’t afford to miss: Ultratech, Helical Bar, United Spirits, and SABMiller.
Ultratech, Inc.
NASDAQ – July 19
Following years of operational stagnation, substandard share price performance and all but negligible change to key oversight functions, Ultratech now faces a contested campaign led by Neuberger Berman LLC, a well-known, but generally passive investment manager. The flashpoint for Neuberger’s decidedly rare foray into dissenting solicitation appears to center on the board’s rather intractable approach to the Company’s strategic planning, particularly as applied to the firm’s vaguely framed trajectory in the event 77 year old founder, president, CEO and COO Arthur Zafiropoulo withdraws from one or more key roles. The board’s thin, indirect and reactive attempt to address this core succession concern – combined with an array of curiously short-term, forward-facing assessments of the Company’s performance and potential – have only seemed to redouble Neuberger’s determination to install two independent, industry-focused candidates in place of two incumbent candidates who have served throughout the Company’s pervasively poor performance.
Helical Bar plc
London Stock Exchange – July 25
Michael Slade is stepping down as chief executive of Helical Bar plc, but he isn’t going far; instead he’ll transition to a non-executive role and serve as the chairman of the board. It’s a move that’s in line with the Company’s historical approach (his predecessor as chairman, Nigel McNair Scott, formerly served as the finance director), but a serious divergence from best practice and the UK Corporate Governance Code’s ‘comply or explain’ recommendations. In explaining its decision, the board stated that Mr. Slade offered “the best possible level of experience, access to important relationships and knowledge of property markets, as well as a degree of continuity which is important during a time of change.” When Mr. Scott was appointed chairman in 2012, nearly one-fifth of shareholders abstained from voting, but declined to oppose the move; four years on and with the UK property market in a state, it will be interesting to see whether opposition is more pronounced or if investors prioritise stability over governance.
United Spirits Ltd.
Bombay Stock Exchange – July 14
Notably absent from United Spirits’ upcoming AGM will be Vijay Mallya, the flamboyant, playboy-esque former chairman of the board who built the Company into a multi-national conglomerate. Shortly after UK bottler Diageo plc took a controlling stake in 2014, a forensic inquiry found questionable financial decisions and transactions that likely violated Indian laws and regulations, prompting the board to demand Mr. Mallya’s resignation. The parties ultimately entered into a separation agreement whereby the Company agreed not to pursue future litigation against him in exchange for his resignation. Mr. Mallya has reportedly left the country but his troubles continue to mount; the Company’s board and management are now left to pick up the pieces and determine how to pursue a financial recovery plan, including stronger internal controls and financial oversight going forward.
SABMiller plc
London Stock Exchange – July 21
Did you really think you’d get through the whole post without a reference to Brexit? The fallout from Britain’s referendum won’t scupper SABMiller’s pending merger with AB InBev, but currency fluctuations have changed the value of the deal. For U.S. investors, the fall of sterling means a fall in their premium; however certain big shareholders taking a cash-and-stock alternative, initially proposed to smooth tax issues, have seen the value of their consideration shoot up – the catch being that they’ll have to hold the share component for five more years. Also in connection with the merger, the board may face questions regarding the treatment of executive share awards when the Company changes control, which will be determined under a relatively old plan that does not appear to line up with current best practice.