Barnes & Noble: On the Proxy Campaign Trail

by Geoff Gannon

A Barnes & Noble (BKS) shareholder wrote this at GuruFocus:

I've gotten no less than 5 (maybe more) phone calls trying to influence how I vote my tiny stake of 1,900 shares. Mostly I don't answer them, but in (one) case where I did, and had a little debate, the caller seemed fairly well informed on the issues. Of course he was following a script but even so…(he was) fairly good at responding to my questions…It must cost a lot to staff up, train, call up every small shareholder, and be ready to answer questions. 

It does cost a lot. And the parties don’t staff up themselves. They hire expert proxy campaigners. That’s what Benjamin Graham did in his 1927 proxy campaign against the Bushnell brothers at Northern Pipeline. And that’s what Ron Burkle is doing in his 2010 proxy campaign against the Riggio brothers.

Ron Burkle hired Mackenzie Partners. This is what Mackenzie does:

…initial tasks…include analyzing the shareholder base and developing voting projections based on our knowledge of the…constituents' past and…future voting practices…From there, we develop a…communications strategy based on the issues involved and launch a comprehensive campaign. The solicitation…includes a full-scale telephone campaign to retail holders, (and) in-person visits and conference calls with management of the largest institutions…

Sounds like James Carville for corporations.

You can read about Benjamin Graham’s proxy campaign at Northern Pipeline in Chapter 11 of Benjamin Graham: The Memoirs of the Dean of Wall Street.

The Barnes & Noble polls close September 28th.