Heinz chief has firm ready for proxy fight

PITTSBURGH -- As H.J. Heinz Co. prepares for a shareholder-meeting showdown with dissident investors seeking board representation, the food maker's chief executive says the company is well positioned and sees no room for compromise.

Chief executive William R. Johnson defended the company's restructuring efforts in recent years and dismissed as unrealistic demands by a group led by billionaire investor Nelson Peltz.

Peltz and his New York-based Trian Group, which own 5.5 percent of Heinz, have nominated five people to Heinz's 12-member board and are soliciting shareholder support to implement an aggressive growth plan.

Heinz has urged shareholders to reject the nominees, saying they fall short of its corporate governance standards, and to endorse its own slate of directors at the Aug. 16 meeting.

For weeks, the two sides have jousted over the company's performance and management, with Peltz lambasting Johnson for failing to improve stock value and Heinz saying Peltz's plans would cripple the company.

``I think in one of these battles, you posture your way, he postures his way," Johnson said.

Heinz's restructuring has focused on growth in three food categories: ketchup and sauces; meals and snacks; and infant nutrition. It has been selling underperforming European businesses as part of its strategy.

``Now we're in the process of finishing this initiative in Europe and will deliver top-tier returns out of there over the next few years," he said.

He said Heinz is ``substantially upgrading our management capability, our processes and our people, and that's the key to being successful long-term."

Last week, the company projected better-than-expected first-quarter results on strong sales and volume growth and said it was on track to meet its full-year earnings forecast of $2.35 per share.