Showdown over Leonardo’s board: proxy advisors Iss and Glass Lewis clash with the Mef’s list (holder of just over 30% of the aerospace and defense group’s capital).
Proxy advisors Iss Governance first and Glass Lewis later, two of the main consulting firms advising investment funds on how to vote at shareholder meetings, have both recommended Leonardo shareholders to vote in favor of the minority list for the new Leonardo board at the meeting to be held on May 7.
The Treasury’s majority list includes the candidate for CEO Lorenzo Mariani and the Mef’s Director General of the Economy Francesco Soro. The minority list includes Dominique Levy, Roberto Diacetti, Elena Grifoni, and Maurizio Tucci.
They agree, however, with the Treasury’s proposal regarding the candidate Francesco Macrì for the presidency.
The proxy advisors’ recommendations come after activist investor Guy Wyser-Pratte criticized and urged all other shareholders to vote against the proposal to dismiss CEO Roberto Cingolani.
All the details.
ISS GOVERNANCE’S RECOMMENDATIONS
On April 26, Iss Governance recommended voting in favor of the minority list for Leonardo’s new board, composed of candidates presented by fund managers affiliated with Assogestioni, and not supporting the Ministry of Economy and Finance’s list at the May 7 meeting.
The proxy, which provides guidance to institutional investors holding shares in the company, justifies the choice by stating that, in a two-list voting system, supporting the funds’ list is the best solution “to represent minority shareholders’ interests and exercise effective control over management’s actions.” The minority list is composed exclusively of independent candidates.
AGREEMENT ON THE PRESIDENCY
Regarding the election of the chairman, Iss suggests voting in favor of the candidate put forward by the Mef’s list, Francesco Macrì. The other proxy advisor Glass Lewis agrees.
GLASS LEWIS’S POSITION
Last night, the proxy advisor Glass Lewis also recommended institutional investors vote in favor of the minority list for the renewal of the board of directors of the former Finmeccanica company. The proxy advisor urges not to give preference to the majority list presented by the ministry led by Giancarlo Giorgetti, which also nominated candidate Lorenzo Mariani, but to choose the minority candidates indicated by a group of investment funds holding about 1% of the capital.
According to Glass Lewis, the four minority candidates – Dominique Levy, Roberto Diacetti, Elena Grifoni, and Maurizio Tucci – will bring an adequate level of experience and diversity of skills to the board. The report also highlights that, based on the voting mechanism provided by Leonardo’s bylaws, regardless of the meeting’s outcome, the board will be composed of 12 members, with eight candidates from the majority list and four from the minority list.
As already mentioned, regarding the election of the chairman, Glass Lewis also recommends voting in favor of the Mef candidate Francesco Macrì.
VOTING STRUCTURE
Glass Lewis’s report also recalls that the average capital present at recent Leonardo meetings has been around 65%, while the Ministry of Economy and Finance holds just over 30% of the capital.
The proxy advisor further suggests voting in favor of all other resolutions on the agenda, including those related to the financial statements, dividends, board composition and duration, purchase of treasury shares, and remuneration report resolutions.
THE BATTLE ANNOUNCED BY ACTIVIST INVESTOR WYSER-PRATTE
Finally, since the beginning of the month, activist investor Guy Wyser-Pratte has harshly criticized the Italian government’s plan to replace Leonardo CEO Roberto Cingolani, warning that it would be political interference risking damage to shareholders and undermining market confidence.
“If it works, don’t fix it,” Wyser-Pratte said in an early-month interview covered by Bloomberg, praising Cingolani for “the excellent work done” in positioning Leonardo as a consolidator in the fragmented European defense sector. Wyser-Pratte added that the planned leadership change appears politically motivated.
So much so that on April 24, together with other minority shareholders, the activist investor urged all company shareholders to vote against the proposal to dismiss CEO Cingolani at the annual general meeting on May 7, 2026, arguing that the government’s actions undermine confidence in corporate governance and put at risk the significant value created under Cingolani’s leadership.
We now await the May 7 meeting, where the balance between Leonardo’s public and private shareholders will be redefined.
