Ben & Jerry’s Board Proposes Removal of Additional Directors

In a significant development, Ben & Jerry’s independent board announced late Wednesday that its new corporate parent, the Magnum Ice Cream Company, is mandating three additional directors to complete specific training and requirements or face removal from their positions.

Recently, under Magnum’s ownership, Ben & Jerry’s took decisive action by removing the board’s chair, Anuradha Mittal. This move was part of a broader strategy that includes imposing term limits, which will lead to the exit of two other directors by year-end unless they choose to resign beforehand.

Furthermore, the company is insisting that three additional directors complete training, sign what the board refers to as an “allegiance pledge,” and accept new eligibility and term limits by December 23. Failure to comply will result in their removal.

The independent board plays a crucial role in overseeing the brand’s social mission and maintaining product integrity. If the three additional directors are removed, the board, which previously consisted of eight members, would be reduced to just two: the CEO of Ben & Jerry’s and one member who was appointed by the brand’s former owner, Unilever.

In its filing, the independent board stated that these changes are in violation of the 2000 merger agreement with Unilever. Earlier this month, Unilever spun off Magnum, which also includes other ice cream brands like Cornetto and Wall’s.

Ben & Jerry’s has been in a contentious dispute with Unilever since 2021 regarding its stance on Israel and Gaza, a conflict that Magnum has now inherited. The premium ice cream brand alleges that Magnum and Unilever are attempting to dismantle and remove the board.

A spokesperson for Magnum refuted the existence of an “allegiance pledge,” clarifying that board members were simply asked to adhere to its code of business integrity, which is essentially the former Unilever code that has been in effect since the 2000 acquisition.

Additionally, the board is seeking to update its 2024 lawsuit against Unilever by adding Magnum as a defendant. This lawsuit claims that Unilever has restricted the board from voicing opinions on social issues, including the policies of former U.S. President Donald Trump and the ongoing war in Gaza.

The board is also planning to request a U.S. judge to issue an order preventing Magnum from removing the directors. They are seeking an expedited ruling in the coming weeks, especially since Magnum has already removed Mittal and the other directors are facing imminent deadlines regarding their positions.

In a statement, Mittal expressed that the actions taken by Magnum and Unilever represent an “end run around the merger agreement.”

The case is officially titled Ben & Jerry’s Homemade Inc v Unilever et al, filed in the U.S. District Court for the Southern District of New York, No. 24-08641.

(Reporting by Jessica DiNapoli in New York; Editing by David Gregorio and Deepa Babington)

Photo: Ben & Jerry’s Ice Cream Factory in Waterbury, Vermont, USA.

In a significant development, Ben & Jerry’s independent board announced late Wednesday that its new corporate parent, the Magnum Ice Cream Company, is mandating three additional directors to complete specific training and requirements or face removal from their positions.

Recently, under Magnum’s ownership, Ben & Jerry’s took decisive action by removing the board’s chair, Anuradha Mittal. This move was part of a broader strategy that includes imposing term limits, which will lead to the exit of two other directors by year-end unless they choose to resign beforehand.

Furthermore, the company is insisting that three additional directors complete training, sign what the board refers to as an “allegiance pledge,” and accept new eligibility and term limits by December 23. Failure to comply will result in their removal.

The independent board plays a crucial role in overseeing the brand’s social mission and maintaining product integrity. If the three additional directors are removed, the board, which previously consisted of eight members, would be reduced to just two: the CEO of Ben & Jerry’s and one member who was appointed by the brand’s former owner, Unilever.

In its filing, the independent board stated that these changes are in violation of the 2000 merger agreement with Unilever. Earlier this month, Unilever spun off Magnum, which also includes other ice cream brands like Cornetto and Wall’s.

Ben & Jerry’s has been in a contentious dispute with Unilever since 2021 regarding its stance on Israel and Gaza, a conflict that Magnum has now inherited. The premium ice cream brand alleges that Magnum and Unilever are attempting to dismantle and remove the board.

A spokesperson for Magnum refuted the existence of an “allegiance pledge,” clarifying that board members were simply asked to adhere to its code of business integrity, which is essentially the former Unilever code that has been in effect since the 2000 acquisition.

Additionally, the board is seeking to update its 2024 lawsuit against Unilever by adding Magnum as a defendant. This lawsuit claims that Unilever has restricted the board from voicing opinions on social issues, including the policies of former U.S. President Donald Trump and the ongoing war in Gaza.

The board is also planning to request a U.S. judge to issue an order preventing Magnum from removing the directors. They are seeking an expedited ruling in the coming weeks, especially since Magnum has already removed Mittal and the other directors are facing imminent deadlines regarding their positions.

In a statement, Mittal expressed that the actions taken by Magnum and Unilever represent an “end run around the merger agreement.”

The case is officially titled Ben & Jerry’s Homemade Inc v Unilever et al, filed in the U.S. District Court for the Southern District of New York, No. 24-08641.

(Reporting by Jessica DiNapoli in New York; Editing by David Gregorio and Deepa Babington)

Photo: Ben & Jerry’s Ice Cream Factory in Waterbury, Vermont, USA.