Editorial

Ocean Spray growing areas should select their board representation

National proxy fight threatens to tear Ocean Spray apart

Hal Brown

2/9/00 Ocean Spray had a unique system for assuring that members of their board were elected by the constituents who knew them best. Each growing area held elections to nominate growers to fill vacancies for board seats. Candidates were well known to the growers who nominated them, and they had ample opportunity to campaign. In addition, area advisory boards held candidates' meetings where growers could hear what they had to say, and could ask them questions. This system is threatened as a national proxy fight is taking shape. It pits region against region, large growers against small growers, and board members who fought to remove CEO Bullock against those who supported him until his mismanagement could no longer be ignored.

The elections held at the annual meetings were really pro forma exercises, since invariably the candidates from each region who were nominated by the growers from that particular region won the election. Unless a group of board members and growers change their minds at the last minute, the year 2000 will be go down in the history of Ocean Spray as the year the cooperative virtually gave up the concept of democratic representation of growing areas. If the faction supporting the alternate slate succeeds, they will have essentially taken the board election national. Wisconsin which has the largest number of voting shares will have had far more influence over the composition of the board then ever before. By developing a coalition with a few large growers in New Jersey and Massachusetts, and working out quid pro quo deals, Wisconsin grower-owners can put together a voting block and obtain the simple 51% majority needed to unseat candidates nominated by their own growing areas.

Either a 25 member board will be retained, or, a downsized board will be approved which will be composed initially of 11 growers. Eventually it would include the CEO and three outside directors. If Ocean Spray keeps the 25 member board, the alternate slate that is being put forth to overturn the will of the majority of voters in each growing region will replace three of the candidates who received the most area votes with two incumbents who received the least votes, plus the CEO, Robert Hawthorne.

The vote totals on the nominations for the 11 member board were never released. However, if the 11 member board is approved, the alternate slate will replace two of the three winners of the Massachusetts, Chip Morse and Don Leclair, nominations with two of the losers, Ben Gilmore (current board vice chairman) and Douglas Beaton. The only winner of the nomination from Massachusetts to be unchallenged is the board member from A.D. Makepeace, the largest cranberry company, Chris Makepeace. It will replace the winner of the Washington-Oregon nomination, Daryl Robison, with the loser, current board chairman Donald Hatton.

On a 25 member board, incumbents Jeff Kapell (MA) and Gary Garretson (MA) would replace the candidates who won nominations over them by wide margins for the 25 member board. New to the board would be Jimmy Jenkins (MA), who won nomination to the 25 member board, and Daryl Robison (OR) who replaced Jack Hackett (OR) who resigned. Robert Hawthorne would also be on the 25 member board.

The incumbents on the alternate slate all have been apologists, if not vocal supporters, of Tom Bullock up until recently. They resisted exploring the option of selling the company until it became political suicide, at least in Massachusetts, to do so. Yet they claim to have the best interest of the growers at heart. They claim to have the ability to understand how to save Ocean Spray when, some at least, endorsed or allowed the very policies which led to the forced resignation of Tom Bullock and the near downfall of Ocean Spray.

Consider the points on the "campaign" sheet being circulated by the group supporting the alternative slate which urges the support of candidates who:

1. Have the experience and background to understand and deal with the critical issues facing the co-operative at this time.
2. Will not use their position to further their own agendas.
3. Will objectively consider the variety of needs of all grower-owners.
4. Will consider all options available to the co-operative (these options include, yet are not limited to the selling of some or all assets of the co-operative.)
5. Have demonstrated the discipline and ethics that are essential in successful business-to-business interactions.

As in most political rhetoric, there are many techniques used to convey messages in carefully crafted platform statements. One is to imply that the "other side" lacks the characteristics or qualities attributed to your side. (No. 1) Another technique of sloganeering is to smear the opposition by innuendo, for example saying "my candidate has never stolen candy from a child," implying that yours has. (Nos.2 and 3) Yet a third is to imply that the other side won't do something your side will do, even though the suggestion as obviously false. (No. 4)

The last technique is a preemptive attack couched in terms that confuse the issue. In No. 5,  for example, discipline and ethics are two very different characteristics. One can be disciplined and have no ethics, and vice versa. If your candidates have been asked questions about their ethics in communicating honestly with growers, tout the fact that they have admirable ethics in business-to-business transitions.

Political rhetoric is just another form of advertising. It is often the words and partial phrases that jump out and are remembered that count. Ocean Spray grower-owners are now voting in an extraordinary proxy fight which will decide who dominates the board of directors, and essentially, who controls the company. In the past there were area nominations that ranged from boring, with shoo-in candidates, to a few with hotly contested seats. Never has there been a contest as acrimonious, and as important as this one.