7/10/2026

Independent Proxy Firm ISS Sides With Genesco in Proxy Fight

Yahoo! Finance (07/10/26) Young, Vicki

Genesco Inc. (NYSE: GCO) is in a good position to defend and win an investor's push for a revamping of the company's board ahead of this year's Annual Shareholders' Meeting on July 21. Bradley L. Radoff and Jumana Capital Investments pushed for a proxy battle after it said Genesco directors declined to "meaningfully consider" their suggestions to improve shareholder value. In addition, the Radoff-Jumana Group sought to replace board directors Joanna Barsh and Thurgood Marshall, Jr., on grounds they are over-tenured and unqualified. The Radoff-Jumana Group's offered replacement candidates former public company chief executive officer Westervelt T. Ballard, Jr., and experienced public company director Paula J. Poskon. Independent proxy advisory firm ISS in a report earlier this month recommended "support for all management nominees" and that shareholders should vote for all nine Genesco directors on the company's "White" proxy card. ISS reasoned that the "dissidents have not made a compelling case for change." The advisory firm also recommended that Genesco shareholders "withhold votes from the dissidents' nominees, Ballard and Poskon." ISS also said since chief executive officer Mimi Vaughn's appointment Nov. 4, 2019, the firm's total shareholder return over certain one-, three-, and five-year periods has "exceeded its peer median." Genesco, acknowledging that the ISS decision meant there was no need for a proxy contest, said: "Under the oversight of the company's highly qualified directors, our management team is successfully transforming the business and is executing a strategy that is working and delivering strong results." A decision from competing proxy advisory firm Glass Lewis & Co. could come through in a few days. If that decision is in Genesco's favor, that would bolster the shoe retailer's position even more. The Nashville-based shoe firm in May posted a first quarter net loss of $14.81 million on a net sales increase of 3% to $487.03 million. That was enough to beat analyst expectations. Last month, the owner of the Journeys chain named Jonathan Collins as its new senior vice president, finance and chief financial officer, starting Aug. 3. He will report to Vaughn, who also served as interim CFO since March 2026, following the departure of the former finance chief Cassandra "Sandra" Harris. The Radoff-Jumana fight is the second battle Vaughn has faced. In 2021, the company survived a fight with Legion Partners, which accused the retailer of both underperformance and that it needed to change the composition of its board. ISS also sided with Genesco, while competing proxy advisory firm Glass Lewis sided with Legion. In addition to the Journeys shoe chain, Genesco also owns the U.K.-based retail banner Schuh.

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7/10/2026

Hedge Fund Elliott Builds Stake in Software Firm CCC

Bloomberg (07/10/26) Tse, Crystal; Gould, Ryan; Sun, Mengqi

Elliott Investment Management has built a large stake in car-insurance software provider CCC Intelligent Solutions Holdings Inc. (NASDAQ: CCC), which has been exploring a potential sale, according to people familiar with the matter. The engagement with the company is being led by investors from Elliott’s private equity business, said the people, asking to not be identified because the details aren’t public. The size of Elliott’s investment couldn’t be learned. Elliott took the stake before CCC decided to work with an adviser to explore a potential sale, the people said. CCC’s deliberations are early and there’s no certainty they’ll result in a sale, the people said. A representatives for CCC couldn’t immediately be reached for comment. A representative for Elliott declined to comment. CCC rose 10% to close at $5.92 in New York trading Friday, giving the company a market value of about $3.5 billion. The stock has fallen 39% in the past year. Reuters first reported on the sale process. It was worth about $7 billion when it went public in 2021 via a merger with a blank check company. Advent International had purchased the company in 2017 and sold its remaining stake last year. CCC makes software for the car insurance industry to help process auto claims and repairs. It weighed a sale in 2023 and attracted interest from private equity firms Bain Capital and TPG Inc., Bloomberg News reported at the time. Elliott is best known for being an investor that takes stakes in some of the world’s biggest companies and pushes for changes. The firm’s strategies also span credit, commodities, real estate, and private equity. It’s been involved in private equity buyouts for more than a decade. In 2023, it retired its Evergreen Coast brand for its private equity investment to avoid confusion and underscored how private equity is integrated with the rest of the firm. Some of its private equity investments include Cloud Software Group, Barnes & Noble Inc., Syneos Health, and Nielsen Holdings.

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7/10/2026

U.S. Activist Investors Must Disclose Clients in Filings, SEC Says

Reuters (07/10/26) Herbst-Bayliss, Svea

Activist investors in the United States must disclose the identities of their clients in regulatory filings, the Securities and Exchange Commission (SEC) said in a move that may rattle hedge funds by requesting information they have long fought to keep secret. The updated interpretations on 13D filings and proxy statements, issued by the main U.S. securities regulator on Thursday, had not been expected and have not been widely reported, according to lawyers who work on investor activism, who spoke on condition of anonymity to discuss the matter openly. The SEC's new guidance on its Corporate Finance Interpretations clarifies how the agency views its rules on critical filings after a busy six months of activist campaigns. The regulator did not respond to a request for comment on the changes or say what prompted it to issue the interpretation now. The changes signal increased interest in transparency about what investors pushing for boardroom changes or other matters must say about their clients, the legal advisers said. The changes come as special purpose vehicles called "sidecars" are increasingly used to finance activist campaigns. "The identities of the investors in an entity formed for the purpose of acquiring securities of a specific issuer and engaging in an activism campaign at that issuer must be disclosed," the SEC writes in answer to Question 110.09. The answer to Question 155.02, which asks whether clients are considered "participants" in a limited partnership that aims to solicit votes to change board directors, is "yes" if these clients invested more than $500. In the first half of 2026, investors including Elliott Investment Management, Ancora Alternatives, and TOMS Capital Investment Management have pushed companies ranging from media giant Warner Bros Discovery (WBD.O) to Devon Energy (DVN.N) to perform better. In a particularly competitive part of financial markets, hedge funds have long prized secrecy around the identity of their investors. They argue that identifying anything about their business, including who is funding them, could embolden copycats and limit their ability to make money. As hedge funds race to gather assets, more are relying on special purpose vehicles where potential investors are often told about the firm's strategy and the target company's name. It allows clients to make investments in specific companies, rather than be in a hedge fund's bigger pool of investments. But companies targeted by corporate activists say greater transparency, including knowing who is invested, is necessary information to defend themselves. The SEC's interpretation will remind companies and hedge funds of 2022, when medical device company Masimo Corp, facing a fight with Politan Capital, amended its bylaws to force any activist planning to nominate directors to disclose the identities of the fund's limited partners and reveal future plans to nominate candidates elsewhere. The Masimo bylaws sparked outrage among seasoned activist investors. And while few companies followed Masimo's lead, hundreds of corporations contacted their lawyers to ask whether they too should adopt such bylaws, attorneys said. In early 2023 Masimo reversed course and stopped requiring hedge funds to detail this information. In 2026 it was purchased by Danaher (DHR.N).

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7/9/2026

Kimmeridge Faults Pace of Devon Energy’s Asset-Sale Efforts

Bloomberg (07/09/26) Wethe, David; Mengqi, Sun

Kimmeridge Energy Management Co., an outspoken shale investor, criticized Devon Energy Corp.’s (NYSE: DVN) divestment program as too slow after the driller’s $25 billion takeover of Coterra Energy Inc. (NYSE: CTRA). It’s the latest sign of frustration from an investor that urged Devon in a May letter titled ‘Time for Action’ to shed assets outside of the Permian Basin, the most productive U.S. oil field. Kimmeridge voted against all of Devon’s directors and the compensation plan at its annual meeting, according to a person familiar with the information who asked not to be identified. “When we published our ‘time for action’ letter in May, we expected the board to respond with the urgency warranted by Devon’s persistent underperformance,” Mark Viviano, managing director at Kimmeridge, said in a statement Thursday. “Unfortunately, the board’s response to date has fallen well short of the urgency the situation demands. This is not what we envisioned when we voted in favor of the transaction.” Devon received an $8 billion offer from Stone Ridge Asset Management for its Marcellus Shale natural gas assets, Reuters reported in late May, citing four anonymous sources. Another investor, Toms Capital Investment Management shares the view that Devon should be moving to shed assets and has become increasingly impatient with the pace of management’s actions at Devon, according to a separate person familiar with the matter. Toms, which is a top five shareholder in the stock, is considering all options to spur action at Devon, the person added. A Devon spokesperson didn’t immediately respond to a request for comment for this article. Little more than two weeks ago, Devon Chief Executive Officer Clay Gaspar told investors in New York that the company is moving with haste to evaluate its portfolio, calling it a months-long rather than a years-long exercise. Outside of the Permian, Devon has oil and gas assets in the Rocky Mountains, the Anadarko Basin of Oklahoma, the Eagle Ford in South Texas and the Marcellus in Pennsylvania.

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7/9/2026

Donerail Group Urges Beazer Homes to Engage With Suitors

Bloomberg (07/09/26) Sun, Mengqi

Donerail Group is urging the board of Beazer Homes USA Inc. (NYSE: BZH) to engage with potential buyers after rival homebuilder Dream Finders Homes Inc. (NYSE: DFH) boosted its takeover offer this week. Donerail, in a letter published Thursday, said DFH’s latest offer of $32-a-share cash bid is “a more than sufficiently attractive offer price” for Beazer’s board to grant DFH and any other credible buyers full access to the information required to do due diligence. The investor, who said it’s one of Beazer’s largest shareholders, said it supported Beazer board’s decision in May to reject DFH’s earlier offer. “We believe the situation has fundamentally shifted,” Will Wyatt, Donerail’s managing partner, wrote in the letter. “In our view, rejecting these overtures is no longer warranted.” A representative for Beazer didn’t immediately respond to a request for comment. Beazer rose 1.2% on Thursday in New York, giving the company a market value of about $859 million. The shares are up 55% this year amid the takeover chatter. Bloomberg News reported that Beazer received a new offer from DFH that was roughly 24% higher than a previous proposal of $25.75 a share, which it rejected. The new bid values Beazer at about $875 million. Beazer said it’s also received interest from other potential suitors. Beazer said in May that it has rejected multiple offers from DFH that it said undervalued the company and weren’t in the best interest of shareholders. Donerail said it has a cautious view that Beazer can meaningfully grow its earnings as a standalone company, particularly when weighed against risks in the current macro environment. It added that it believed Beazer was reluctant to engage with DFH because past offers were at a significant discount to the company's book value per share of $41.83. Donerail said it was surprised to learn that Beazer has declined to offer DFH a bespoke confidentiality and standstill agreement. Beazer previously told DFH that a suitor would have to sign an agreement, as other parties have, but the homebuilder had refused. Donerail said the Beazer board should manage safeguards, such as the standstill provisions, on a case-by-case basis. “The board has received what we believe to be real, credible, all-cash interest at a sufficiently attractive premium, and we expect the board to devote its full and undivided effort to converting that interest into a transaction that maximizes value for all stockholder,” Wyatt said in the letter. Donerail said the fund has been privately engaging with Beazer’s leadership but felt compelled to make its views clear publicly. Wyatt founded Donerail after working for three years at Starboard Value LP.

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7/8/2026

Japan's Ruling Party Plans Tighter Oversight of Disclosures by Activist Investors

Reuters (07/08/26) Yamazaki, Makiko; Uranaka, Miho

Japan's ruling party plans to propose stronger enforcement against suspected violations of shareholder disclosure rules by activist investors, including by providing more resources to the securities watchdog, a senior lawmaker told Reuters. The proposals come as Japan has become one of the world's busiest markets for activist investing outside of the United States, attracting hedge funds that have pushed companies to raise returns, unwind cross-shareholdings and improve governance. "The presence of activists has created healthy tension for management and helped drive positive change," said Fumiaki Kobayashi, who heads a group of Liberal Democratic Party lawmakers examining corporate governance. "But there are cases where short-term demands by some activist shareholders may discourage growth investment, and there are concerns about those who may be disregarding rules," he said. Kobayashi did not name any activist shareholders who may have flouted disclosure rules. He pointed to recent revisions of disclosure regulations that specified the scope of deemed joint holdings, aimed at addressing concerns over so-called wolfpack activity, in which investors are suspected of acting in concert while avoiding disclosure requirements. "The challenge now is ensuring effective enforcement," he said. The Securities and Exchange Surveillance Commission, the country's securities watchdog, should be given the resources needed to investigate suspected violations, including additional personnel and greater use of digital tools, he added. Asked about potential cases where activist funds and private equity firms may coordinate around a takeover, Kobayashi said any agreement with a private equity firm concerning a future share transfer should be disclosed in shareholding filings. "If such arrangements were not disclosed, it would warrant stricter regulatory enforcement," he added. Kobayashi's group is expected to finalize the proposals later this month. The group is also likely to recommend a review of the shareholder proposal framework, including tighter requirements for submitting shareholder proposals and the introduction of a statutory mechanism for shareholders to put a non-binding advisory resolution at shareholders' meetings, Kobayashi said. The recommendations reflect broader LDP concerns that while corporate profits have risen sharply in recent years and shareholder returns have surged, investment in capital expenditure, research and development, and human resources has lagged. Japanese companies faced a record number of activist proposals at this year's general shareholders meetings, including a call by Hong Kong-based Oasis Management for a vote against the heads of publisher and gaming company Kadokawa (9468.T). Kobayashi rejected characterizations of his group's proposals as an "anti-activist" drive. This is about creating globally comparable rules, strengthening enforcement against violations and helping companies better explain long-term growth strategies to shareholders, he said.

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7/8/2026

Vivendi Shares Drop After Paris Court Further Shrinks Hopes for Full Takeover by Bollore

Wall Street Journal (07/08/26) Kantouar, Najat

Shares in Vivendi (VIV.PA) fell after a Paris court ruled that the family of investor Vincent Bollore doesn’t have de facto control of the company, dashing hopes for a full takeover. In early afternoon trading, Vivendi shares were down 11.5% at 1.95 euros. Year-to-date shares have fallen more than 16%. The French investment company said Wednesday that it had taken note of the Paris Court of Appeal’s decision. The ruling comes months after the country’s highest court said that a lower appeals court had wrongly concluded that the family’s namesake Bollore (BOL.PA) holding company exercised de facto control over Vivendi. The original case was brought by a minority shareholder in Vivendi, which said that Bollore’s de facto control over the group obliged the family company to make a takeover offer, despite it not holding a majority stake. Bollore SE held a 29.3% stake in Vivendi’s share capital as of December 31, 2025, according to the investor's website. Bollore wasn't immediately available for comment. The decision follows Vivendi’s spinoff of its core business into separate listed companies at the end of 2024. As part of the breakup, Studio group Canal+ (LON: CAN) was listed in London, while advertising group Havas (AMS: HAVAS) was listed in Amsterdam, and publishing firm Louis Hachette Group (ALHG.PA) in Paris. The spinoff was intended to eliminate the so-called conglomerate discount, referring to the gap between a company's market value and that of the sum of its parts.

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7/8/2026

Blue Hill Advisors and Merion Road Capital Management Demand Changes at Alabama Community Bank

American Banker (07/08/26) Place, Nathan

An Alabama community bank is the latest lender under public pressure from investors to make big changes, including in the composition of its board of directors. In an open letter to United Bancorporation of Alabama (OTCMKTS: UBAB), investors Blue Hill Advisors and Merion Road Capital Management — which together own 2% of the company's shares — argued that the bank is underperforming and urged immediate corrective action. "Management has repeatedly stated that they believe the stock is undervalued. It is time to prove it," wrote Jason Blumberg, managing member of Blue Hill, and Aaron Sallen, manager of Merion Road. The investors say UBA, the $1.4 billion-asset parent company of Alabama's United Bank, has allowed deposit and loan growth to stagnate as expenses have "ballooned." Meanwhile, they contend, excess capital has been dragging down the bank's performance. "We've been talking about their excess capital positions for as long as I can remember, and the capital continues to build instead of being utilized," Blumberg told American Banker. In this year's first quarter, total non-interest expenses at the company were $11.5 million, up 15.5% from the same period last year. Total loans held for investment, meanwhile, grew by 2.2%, and total deposits grew by 5.5%. UBA did not respond to American Banker's requests for comment. But in its latest earnings report, CEO Mike Vincent attributed the bank's rising expenses to important investments in technology. "We recognize that IT and people expenses are higher and do not expect this trend to continue," Vincent said in a statement. "We need to grow into what we have." Blumberg and Sallen are not convinced, and recommend a number of steps to change course. These include a $40 million stock buyback, new measures to either cut expenses or "grow into" higher ones, and the appointment of one or two new directors "with deep M&A and capital markets expertise." According to Blumberg and Sallen, UBA is aware of their concerns. Both investors have met with the company's executives, who they say have listened to their suggestions and even agreed with some of them. The problem, they say, is that not much happened afterward. "We felt that there was a lot of talk and not enough action," Sallen said. "It was time to bring the thesis to light and put a little bit more pressure on management to do what they say they're going to do." In facing down a revolt from its own investors, UBA is far from alone. Last summer, an investor accused Comerica of "disastrous decisions" and urged the bank to sell itself, which it soon did. In December, an investor at KeyCorp (NYSE: KEY) called for the ouster of the bank's CEO. And in March, an investor at Eagle Bancorp (NASDAQ: EGBN) in Maryland called for replacing three members of the bank's board of directors, including its chair. In UBA's case, one major reason for the two investors' concerns about capital, as well as their demand for new board members, is a COVID-era cash infusion. In 2022, the bank received $123 million in equity from the U.S. Treasury's Emergency Capital Investment Program, which invested billions in community development financial institutions. UBA, which says it's committed to "fostering economic growth in underserved communities" in Alabama and Florida, is a designated CDFI. The equity boost resulted in a glut of capital that, in Blumberg and Sallen's view, has still not been put to good use. "They found themselves with a load of new capital overnight and don't necessarily possess the expertise in the boardroom — or the experience — to efficiently deploy that capital through M&A and buybacks," Blumberg said. "So we think they probably could benefit from one to two independent directors with that skill set." The investors acknowledged that UBA has repurchased some of its stock — by the company's own estimate, it has recently "returned almost $18 million to shareholders" — but they say it needs to be more aggressive. "Forty million is what we think is appropriate, but we're willing to discuss and debate the right amount," Blumberg said. "A tender offer would … send a very positive signal to the market that UBA understands this is an attractive time to buy its shares at a discount." And above all, the two investors want UBA to get its expenses under control — or explain what strategic purpose they're serving. "When you see a bank's expenses explode, and every quarter or so you hear an explanation for management … you want either a justification where they're going to grow into that expense base, or you want a path to reducing them," Blumberg said. With their open letter, Blumberg and Sallen hope to exert more pressure on UBA's management — not just by going public with their concerns, but by emboldening other investors to speak up as well. Since the letter was published, they say they've already received several supportive messages from other shareholders. And until they see more of their demands put into action, Blumberg said, he and Sallen plan to remain "heavily engaged." "We're not going anywhere," he said. "We'll persist in this effort, because we think that there's a lot of trapped value in this stock that's yet to be realized."

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7/7/2026

ISS Backs Genesco Board in Proxy Fight With Bradley Radoff

Investing.com (07/07/26)

Institutional Shareholder Services (ISS) has recommended that Genesco Inc. (NYSE: GCO) shareholders vote for all nine of the company’s director nominees ahead of its annual meeting scheduled for July 21, 2026, according to a press release statement issued today. In a report dated Sunday, ISS stated that dissidents have not made a compelling case for change and recommended shareholders withhold votes from the dissidents’ nominees, Ballard and Poskon. The proxy advisory firm noted that Genesco has posted peer-beating total shareholder return and steady improvement in operating performance. ISS reported that Genesco’s total shareholder return exceeded its peer median in one-, three-, and five-year periods ending on the unaffected date, as well as since the CEO’s appointment on November 4, 2019. The company’s stock has delivered a 53% return over the past year and gained 26% in the last six months, according to InvestingPro data. The firm also observed that the company possesses a "generally shareholder-friendly corporate governance regime." The proxy contest was launched by Bradley Radoff, who has nominated directors to challenge the company's current board. Genesco filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission on June 15, 2026, in connection with the annual meeting. Genesco operates more than 1,200 retail stores and e-commerce websites through brands including Journeys, Little Burgundy, Schuh, and Johnston & Murphy in the United States, Canada, and the U.K. The company also sells branded lifestyle footwear through Genesco Brands Group under licensed brands including Wrangler, Dockers, and Starter. The company has urged shareholders to vote using the white proxy card for its nine nominees. Innisfree M&A Incorporated is serving as the company’s proxy solicitor for the annual meeting.

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