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Activist Is Thorn in Side of Corporate America : Shareholders: Ralph Whitworth is tenacious as head of an advocacy group for investor rights and has won major concessions from corporations. But some think he is only an opportunist.

April 30, 1993|From Associated Press

WASHINGTON — Shareholder activist Ralph Whitworth chuckles when people call him the Ross Perot of investor rights.

While the maverick Texas billionaire has been making political headlines, Whitworth, 37, has been holding corporate feet to the fire on issues like executive pay packages and boards of directors dominated by management.

Through a combination of persuasion and doggedness, Whitworth, president of the United Shareholders Assn., has won several agreements from major corporations to be more responsive to their stockholders.

Both International Business Machines Corp. and Westinghouse Electric Corp., for example, have agreed to change the way they select their board members to make them more independent of management.

But please don't call Whitworth a gadfly, a word he says corporate America uses "as a way of discrediting people."

For years that's what they tried to do to him, says Whitworth, dismissing him as a publicity hound or a front for the takeover activities of Texas oil man and United Shareholders founder T. Boone Pickens, who left the group in 1990.

Since then, however, the Washington-based organization has grown into a 65,000-member, nationwide advocacy group seeking to enhance the rights of shareholders and make corporate executives more accountable to them.

Last year, United Shareholders-sponsored resolutions won an average of 40% of the votes cast at annual meetings, up from the 17% average for 1989.

United Shareholders also was instrumental in getting the Securities and Exchange Commission to reform its proxy rules governing shareholder voting at annual company meetings and better disclosing how top executives are paid.

But critics say Whitworth and other corporate populists have been riding the coattails of bigger and more powerful institutional investors like pension funds and mutual funds for the publicity.

"I don't know whether the populist approach of United Shareholders lends itself as well to the world that has been changed by the new proxy and disclosure rules," said John Wilcox, chairman of Georgeson & Co., a proxy solicitation firm. "You're going to have to ask Ralph Whitworth, 'What next?' "

Last year's uproar over the hefty pay packages for top executives of companies with sinking profits "was really just the smoking gun indicating there was no accountability in corporate America," Whitworth said in a recent interview at his law office overlooking FBI headquarters in Washington.

A 1981 graduate of the University of Nevada at Reno, Whitworth went to work for Pickens after getting a law degree from Georgetown University. In between, he served on the staff of former Sen. Paul Laxalt (R-Nev.), with whom he now shares office space.

With his dark suits, conservative ties and Western drawl, Whitworth, a native of Winnemuca, Nev., looks and sounds more like a consultant and lobbyist--which he is--than a grass-roots activist. Married to Wendy Walker, a producer for Cable News Network at the White House, Whitworth also likes to cook and used to be active in conservative Republican politics.

His aim now is to make corporate executives accountable to their boards and the boards accountable to their shareholders. Whitworth spends about a quarter of his time doing that, without any pay. His main source of income is his law practice, which lobbies for small energy and mining companies.

"We have very similar goals," said Anne Hansen, deputy director of the Council of Institutional Investors, a group of 80 large public and private pension funds, that are the real movers and shakers in corporate reform. The council's members control more than $500 billion in assets, mostly from enormous pension funds like the California Public Employees Retirement System.

The United Shareholders has "a very different constituency than we do because their constituency is so much more diffuse," she said. "It's a bunch of individuals, in some cases little old ladies. They need a very outspoken and in-the-headlines kind of person like Ralph to express their views."

Whitworth used the media savvy he acquired handling media chores during Ronald Reagan's 1984 reelection campaign to win headlines for United Shareholders.

Every spring United Shareholders announces its Shareholder 1,000 ranking of America's biggest companies based on stock performance, management's shareholder rights record, executive stock ownership and compensation policies.

Every fall the group launches its campaign targeting up to 50 corporations for action at the next round of annual shareholders meetings.

Of the 43 companies targeted last year, 25 already have reached agreements with United Shareholders, ranging from papermaker Champion International Corp. to IBM. In fact, IBM executives were meeting with Whitworth the same day they tapped Louis V. Gerstner Jr. as chairman.

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