We Won't Be Ignored Retired, yes, but not complacent: A new breed of rabble-rousers is keeping a watchful eye on the corporations that handle their nest eggs. And they aim to stir up trouble.
By Lee Clifford

(FORTUNE Magazine) – Cliff Whitehill is a trim, athletic 70-year-old, an unflappable man who worked as a top lawyer for General Mills for 30 years. Now comfortably retired, with 60% of his net worth ("millions and millions," in his words) held in General Mills stock, he spends his time in Florida, Minnesota, and Colorado, living a life of leisure.

He is also a menace.

A menace, that is, to corporate America. Whitehill discovered his pain-in-the-neck proclivity last summer, when he got wind of General Mills' plan to gobble up Pillsbury, a company whose products he disdained, at a price--$10.5 billion--he felt was "staggering." Disturbed, he composed a sharply worded letter--a plea to his fellow shareholders to think hard before green-lighting the acquisition at the company's annual meeting. Then he paid close to $50,000 to print the letter in the Minneapolis Star Tribune and the Wall Street Journal.

On the day the ads ran, Whitehill's phone rang. It was Steve Sanger, the CEO of General Mills, whom Whitehill had known for 20-odd years. Sanger cut to the chase: Why didn't Whitehill just call first? Whitehill replied calmly that he had two questions. "Is anything I wrote untrue?" he asked. The answer, Sanger said, was no. "Then I said to him, 'If I had talked to you ahead of time, would you have changed your mind?'" No again. The Pillsbury acquisition was approved ("overwhelmingly," notes a spokesman) and is currently undergoing FTC review. But Whitehill would do it again. "I could have just sold all my shares and said the heck with it," he says resolutely. "But this is a democracy for shareholders, and I felt that they deserved to hear the other side of it."

Whitehill is not alone. Empowered by a decade of do-it-yourself investing, the gray-haired masses are speaking out. As the economic slowdown cracks their nest eggs, these often longtime shareholders are pumping their fists at corporate managers and railing against everything from outrageous executive pay to corporate missteps. In the name of protecting their pensions or investments, they are no longer just scarfing up the shrimp cocktail at shareholders meetings; they are needling CEOs and submitting proxy proposals.

As anyone who has ever attended annual meetings knows, the senior set has long commandeered the mike. But their protests have grown noticeably sharper in recent years, and groups organized around specific retiree issues, like pension rights, are hitting their stride on the annual-meeting circuit. "Over the past few years retirees have been more successful than I have ever witnessed in getting their message to shareholders," says Paul Edwards, who heads the Coalition for Retirement Security. His organization, which acts as an umbrella for retiree activist groups, has grown tenfold since it started in 1996. The Association of BellTel Retirees has grown in the same period from a few members to almost 50,000. Its founder, Bill Jones, this year brought together retired employees from companies as diverse as GE, GM, and Johns Manville to form the National Retiree Legislative Network, which aims to advance their interests in Congress. As Jones boldly proclaimed at the Verizon shareholders meeting in April, "The days of the retiree being a doddering old unrepresented individual have passed!"

Hyperbolic sloganeering? Perhaps. But not to the members of the National Association of Retired Sears Employees, whose rabble-rousing recently paid off. The group took up arms against Sears four years ago, after the company decided to slash retirees' life insurance benefits. The first battle of their war was fought at the 1998 Sears' shareholders meeting at the Art Institute of Chicago. Rallied by retiree Cliff Hooks, about 100 sign-wielding retirees stationed themselves near the museum entrance, where they erected a lectern with loudspeakers. Over coats and ties, they all sported identical bright-yellow T-shirts emblazoned with SEARS IS UNFAIR TO RETIREES in black letters. When the time came for Hooks to deliver his speech to the troops, he stepped up to the lectern possessed by revolutionary fervor. "King Arthur," he roared, rhetorically addressing then-CEO Arthur Martinez over the ocean of yellow shirts, gray-topped heads, and clicking cameras, "we are not going away!"

And they didn't. For the next two years the retirees raised a stink at the company's annual meetings, and some of them sued the company. This year Sears' new chairman, Alan Lacy, has worked to reach a settlement with the retirees, and has agreed to a process that--while not restoring the benefit entirely--will allow eligible retirees to apply for relief from the life insurance cut. "We met with the new chairman not too long ago, and he basically told us we did a marvelous job of getting publicity and making Sears out to be the bad guy," says Hooks, now 68, from his Michigan home. "We became the elephant in the living room that they finally had to deal with."

Perhaps no one takes up as much space in the corporate living room as veteran gadfly Evelyn Y. Davis. Even the bravest of CEOs do their best not to antagonize Davis, who has been tormenting them for 40 years. Davis, who owns stock in 100 companies and usually travels to dozens of annual meetings, made relatively few forays during the 2001 annual meeting season: She was sidelined, she says, by a face-lift. But ever the professional soldier, Davis phoned in her regrets to CEOs like David Komansky of Merrill Lynch. Were they relieved to be rid of the mike-grabbing, spotlight-hogging Davis? Not to hear her tell it: "They said, 'We hope you make it next year,'" says Davis with a mischievous note in her voice. "Because when I'm not there, it's just so damn dull."

One guarantee that an annual meeting will be interesting--Davis' attendance notwithstanding--is rotten corporate performance. That was the case at PG&E's meeting in May. Police officers were assigned to the Masonic Auditorium in San Francisco to keep order in case the company's recent bankruptcy filing caused shareholders to revolt. (They didn't, but people were plenty mad.)

The anger was also palpable at AT&T's meeting in Cincinnati, where Augusta Askari, a 72-year-old retired associate professor from Toledo, got swept up in a wave of shareholder activism. Disgusted by Michael Armstrong's pay package and his plans for breaking up the company, Askari snapped up her purse and books and, with a swing of her gray ponytail, purposefully strode to the mike in the back of the room. "Whatever in the world does a man do with $27 million?" she practically snorted, glaring at Armstrong. Then she added, with a rhetorical flourish, "Are you really so much more valuable to the U.S. than the highest echelons of elected officials? Our President? Congress?" And her final zinger: "Our generals?" Amid the cheers of a sea of red-shirted union members, the triumphant grandmother of five padded back to her seat. "It's true that other CEOs get into that pay range," she said later, still smarting. "But other companies aren't falling to pieces."

Organized groups of company retirees are going beyond extemporaneous annual-meeting rants, getting measures on ballots, and occasionally winning over noticeable numbers of shareholders. Three of the four proposals on the Verizon ballot this year were submitted by the Association of BellTel Retirees, the group headed by Bill Jones. A good-natured, 62-year-old former managing director of corporate planning, Jones beams that his group engineered a "takeover" of the meeting. (Counters a Verizon spokeswoman: "They had their say-so, but other business was definitely conducted.")

Jones delivered a proposal at the April meeting that would ban Verizon's penchant for using pension fund surpluses to boost earnings--earnings to which management bonuses are tied. "Wow!" he chimed in mock surprise, noting that pensioners like himself hadn't received a cost-of-living increase since 1991. "I guess the retirees will be receiving a thank-you note from [the co-CEOs] for forgoing increases over the past ten years and helping them to earn a combined incentive bonus totaling over $5 million in the year 2000 alone." Eyeing the management team, he added acidly, "I suggest that this is more than a coincidence." Jones and his friends were persuasive: Their pension surplus proposal garnered one-fifth of the shareholder vote; another measure won nearly one-third of the vote--a huge show of support for a nonmanagement ballot issue. Boasts Jones: "You can promote change without winning the proposal."

For now these symbolic victories keep him going. Before the meeting, Jones and association co-founder Bob Rehm were mingling outside the ballroom when suddenly Rehm felt an arm around his shoulder. He wheeled around to find Charles Lee, Verizon's chairman and co-CEO, with a broad smile on his face. "Mr. Lee..." Rehm blurted, but before he could continue, Lee cut him off. "Bob," said his adversary warmly, "it's not Mr. Lee, it's Chuck." Grins Rehm: "It just goes to show that they recognize power."

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