Shareholders at Swatch Group on Tuesday declined to appoint activist investor Steven Wood to an independent director position, choosing instead a candidate put forward by the company, people familiar with the meeting said. The result represents the latest episode in a recurring dispute over the governance of the group controlled by the Hayek founding family.
Wood, who manages the GreenWood fund and holds roughly 0.5% of Swatch, mounted a challenge with the backing of proxy advisory firms Institutional Shareholder Services and Glass Lewis. The proposals he put before the meeting sought to increase minority shareholder influence and independent representation on the board, to separate the chair role from executive duties and to strengthen the independence of remuneration committees and auditors, among other changes.
Participants at the annual meeting rejected Wood’s appointment, with 79.6% of votes cast against and 19.2% in favour, the people familiar with the proceedings said. Instead, shareholders elected Andreas Rickenbacher, a former Swiss politician who currently serves as a director at BKW and Aebi Schmidt.
Swatch said before the vote that Wood was not suited to represent shareholders. Wood told journalists prior to the vote that he viewed the level of support from bearer shareholders as a sign of momentum and said he was considering legal steps to contest board decisions.
The company’s shares extended earlier gains after the vote, rising 3.8% following the meeting, according to the people familiar with the meeting. While Wood won strong backing among bearer shareholders, the overall outcome was decided by the company’s voting structure.
Voting dynamics and control
Swatch’s dual-class share structure gives registered shares disproportionate voting power relative to bearer shares, which are largely held by external investors and funds. That arrangement has enabled CEO Nick Hayek and Chair Nayla Hayek, both children of founder Nicolas Hayek, to maintain control despite owning about a quarter of the company’s equity. The family holds more than 40% of the voting rights, a level of influence it has used in the past to block challengers.
Among bearer shareholders, support for Wood was reported at 80.4%, higher than the 62% backing he received in an equivalent push last year. Nonetheless, the registered-share voting weight was decisive in the overall result.
Board composition and governance implications
Rickenbacher’s election was described by those familiar with the meeting as continuity: he will be the first independent director to join the board in 16 years. While Swatch has resisted broader board renewal, the company has made some limited changes in recent periods, including expanding the board and permitting a separate bearer shareholder representative.
Wood submitted six formal proposals to the meeting addressing minority shareholder representation, independent directors, separation of the chair role from executive positions, and requirements such as in-person annual meetings. Shareholders rejected all of these proposals after Swatch said there was no need to alter its bylaws beyond Swiss legal requirements.
Market and investor sentiment
The contest underscores mounting investor unease about governance and strategy at the tightly held watchmaker. The company’s shares have lagged peers, and earnings have been affected by weak demand in key markets, including China, the people familiar with the meeting said. Activists and some external holders have pressed for changes they say would boost oversight and accountability, but the vote shows the limits of such efforts under the current share structure.
Wood indicated before the vote that he hoped the level of bearer shareholder support would put pressure on Swatch management to pursue incremental reforms. He also said he was contemplating filing an injunction to invalidate board decisions, a potential legal avenue he said he was considering to challenge the status quo.
For now, the group’s governance framework remains largely intact, with the Hayek family’s voting control preserving the company’s existing approach to board composition and bylaws.