Chapter 15 - The Proxy War
The Price family had one last plan.
Nine percent did not defeat my fifty-eight percent.
Not by itself.
But the proxies targeted a different issue.
They sought to block amendments that would let Northstar replace three incumbent directors immediately.
If those seats remained, Camilla's allies could delay audits, litigation, and management changes for months.
Time was the only thing the Price network still needed.
Time to move money.
Time to destroy records.
Time to negotiate from strength.
Evan's proxies came from employee retirement accounts and two legacy family trusts.
Several signatures looked wrong.
One belonged to a shareholder who had died eight months earlier.
Another had voted electronically from an address in Florida while hospital records showed she was in Ohio.
Leah called outside election counsel.
Grant called the transfer agent.
I called nobody.
I walked downstairs and found Julian sitting alone in the cafeteria.
"Did you authorize proxy solicitation?"
"No."
"Did you ever sign blank proxy cards?"
He looked away.
Of course.
"When?"
"Camilla asked me to sign a package for the anniversary meeting."
"How many things did you sign without reading?"
"Enough."
At least he finally sounded ashamed instead of offended.
"She used your signature to validate the solicitation."
He nodded slowly.
"What do you need from me?"
The question surprised me.
"A declaration under oath."
"Against Evan?"
"Against your own prior signature."
He understood.
If he testified the proxy package had been obtained deceptively, he exposed himself to questions about governance failures and perhaps liability.
"Do it," he said.
"Julian-"
"I said do it."
For the first time, he was offering something that cost him rather than bargaining for something in return.
The shareholder meeting opened Tuesday at 10:00 a.m.
No ballroom this time.
We used Aurelia's largest product theater.
Employees watched from conference rooms around the country.
Reporters sat in the back.
Independent election inspectors controlled the vote.
Evan appeared by video with lawyers.
Camilla was absent on counsel advice.
Malcolm opened the meeting.
Then the proxy challenge began.
Evan's attorney argued that Julian had personally solicited the votes as a senior officer.
Leah called Julian.
He walked to the microphone.
I watched his hands.
They were shaking.
"Did you approve the proxy solicitation?" Leah asked.
"No."
"Is that your signature?"
"Yes."
"Explain."
He swallowed.
"I signed blank signature pages as part of a package Camilla Price told me related to anniversary-meeting logistics. I did not review them. That was reckless."
Evan's lawyer stood.
"So your defense is incompetence?"
Julian looked at him.
"My testimony is that I failed my duty. If you want to call that incompetence, I won't argue. But I did not authorize your client to use my signature to solicit votes."
The room went silent.
A year earlier, Julian would rather have lied than admit weakness in public.
Now he had finally discovered that pride was expensive.
The inspectors invalidated most of the disputed proxies pending investigation.
Northstar's board slate passed.
Three new independent directors took seats immediately.
One was an engineer elected from a list nominated by employees.
That had been my condition.
If Aurelia was going to survive, the people who actually built things needed a voice larger than an annual engagement survey.
After the vote, Malcolm stood.
"One final matter."
He looked at me.
"I tender my resignation as chairman, effective today."
Whispers moved through the room.
I had known it was coming.
Still, hearing it felt heavy.
Malcolm continued.
"I ignored warning signs because I told myself preserving the company was more important than exposing misconduct. That choice nearly destroyed the company anyway."
He stepped away.
The board elected an interim chair.
Not me.
That was deliberate.
I owned control.
I did not need every title too.
The meeting adjourned.
Julian found me backstage.
"Congratulations."
"On what?"
"You won."
I shook my head.
"Stop calling this winning."
His face softened.
"Right."
Then Leah approached.
She carried an envelope.
"Julian, this is for you."
He opened it.
His employment termination.
Effective immediately.
For control failures, undisclosed conflict of interest, violation of conduct policy, and breach of fiduciary duty.
He stared at the page.
Then at me.
"Did you vote for this?"
"I abstained."
That surprised him.
"Why?"
"Because I promised the employees your consequences would come from evidence, not my marriage."
He looked down.
For once, he had nothing sharp to say.
Then my attorney called.
"Nora, the divorce petition is ready."
I looked at Julian.
The company fight was over.
May you like
Our marriage was not.
