6/9/2026

BP Investors Push for Clarity Over Ousting of Chair

Financial Times (06/09/26) Moore, Malcolm; Livsey, Alan; Armstrong, Ashley; et al.

Top BP (LON: BP) investors and former executives are concerned the UK oil major may lose momentum over the aggressive cost-cutting and restructuring plan driven by former chair Albert Manifold before his abrupt exit last month. Shareholders told the FT they remained in the dark about the precise circumstances that led to the departure of the 63-year-old Irish executive, and some feared his strategy had made enemies inside an organization that was resistant to his changes. “He was aggressively instituting change and that made the bureaucracy uncomfortable,” said one leading investor. “Were people trying to get him out of the door? That is our and many other investors’ concern.” Manifold was hired last year to shake up BP and planned to simplify and sell off large parts of the energy major, overhaul the company’s board of directors and cut costs. In a statement after his departure, in which he took aim at the company’s culture of “excessive expenditure,” including chauffeurs, private jets and corporate tickets to sporting events, Manifold said “it felt to me that my priorities were not always shared by everyone." BP said Manifold was fired for “unacceptable conduct,” with some people close to the company alleging that his behavior at times amounted to “bullying.” Manifold has described the claims as “lies." Per Lekander, founder of hedge fund manager Clean Energy Transition, said BP had been “a reasonably mismanaged kingdom for the past 30 years." “Culture tends to be one of the most stable things in an organization,” Lekander added. “Of course, when someone tries to do something about it, when you start a row in the kingdom, the king or the princes object to it.” Investors who spoke to BP said the oil group had pledged to continue with Manifold’s strategy of simplifying the company, but added that they would like further clarity. “Details were limited, given both the timely nature of the meeting and the sensitivity of aspects of the allegations,” said Stuart Riddick, senior sustainable investment manager at Aberdeen, who spoke with the company shortly after Manifold’s departure. Riddick said the asset manager “would like to know more about the governance standards and oversight issues cited by the board." At the time of Manifold’s sacking, BP’s interim chair Ian Tyler said the board had “deep conviction” in the strategy advanced by Manifold and was “moving at pace to deliver it." The controversy has reopened longstanding questions about BP’s corporate culture. One former BP executive, who said they had no direct knowledge of what had transpired, suggested that it was possible Manifold’s enemies had lobbied against him. “That place was always a nest of vipers,” they said. One person close to BP said the company had been unable to give full details of Manifold’s dismissal because it has a duty of care towards the staff who complained about the former chair. “Everyone wants the color, and the company will not give it because it would not be fair to the complainants,” they said. A person close to Manifold previously suggested that BP company secretary Ben Mathews, one of the longest-standing senior figures at the oil major, had been a “driver” of BP’s decision to remove Manifold. Mathews has taken time off since Manifold was ousted, after having dealt with the departures of both previous chair Helge Lund and Manifold in rapid succession. Tyler has declined to comment on specific employees or situations, beyond reiterating they removed Manifold for “unacceptable conduct." Matthew Lofting, an analyst at JPMorgan (NYSE: JPM), wrote in a note on Friday that he had met BP chief executive Meg O’Neill and that her “overarching message was that the chair has necessarily changed, but [BP’s] strategic direction hasn’t." BP laid out its current plan in February 2025, before Manifold’s arrival at the company, and has so far cut $2.8 billion of costs, against an initial target of $4 billion to $5 billion by 2027. Elliott, which took a near-5% stake in the oil major, has urged the company to go further, and in March BP increased its target to $6.5 billion to $7.5 billion of cuts. A spokesperson for BP said: “We remain firmly focused on cost discipline and delivering value for our shareholders.” One investor said the recent boardroom upheaval would keep BP under scrutiny, making any backsliding difficult, as “cost would have been front and center of Meg’s appointment." Other investors said governance concerns were outweighed by the windfall the company was reaping from high oil prices. “It’s less consequential who is in the chairman role,” said Brian Kersmanc at GQG Partners, which increased its shareholding in the wake of Manifold’s departure. “People are so myopically focused on what’s happening within the board that they are missing the forest for the trees. If oil stays anywhere near $100 a barrel in terms of pricing, the free cash flow these guys are going to generate is going to be off the charts,” he added. “At the end of the day, we vote with our shares. If we see the business is heading in a different direction, we’ll change course.”

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6/9/2026

3D Investment Partners: Leading Proxy Advisory Firm Glass Lewis Recommends Toho Holdings Shareholders Vote “AGAINST” the Proposed Poison Pill

BusinessWire (06/09/26)

3D Investment Partners Pte. Ltd., who provides discretionary investment management services to an investment fund which is a shareholder of Toho Holdings Co., Ltd. (TSE: 8129), announced that Glass, Lewis & Co., a leading independent provider of proxy research and voting recommendations for the institutional investor community, has recommended that shareholders of Toho HD vote AGAINST Proposal 4 (Gratis allotment of stock acquisition rights — the “Poison Pill Proposal”) at the Company’s 78th Annual General Meeting (AGM) of Shareholders, scheduled to be held on June 26, 2026. In its report, Glass Lewis determined that the Poison Pill “raises substantial governance concerns” and “may not appear to be in shareholders’ best interests at this time.” In reaching its conclusion, Glass Lewis highlighted that Toho HD provided “insufficient rationale” for adopting the Poison Pill and noted that the Poison Pill “does not appear appropriately proportionate to the circumstances.” In making its recommendation, Glass Lewis raised concerns to the following effect: Glass Lewis pointed to the adoption of the response policy without prior shareholder approval and to the breadth of the information requirements imposed on 3D. Glass Lewis questioned the persuasiveness of the Company's concerns, recognizing 3D's responses—including its proposal to voluntarily cap its ownership and its efforts to comply with the Company's procedures—as constructive. Glass Lewis noted that 3D’s disclosures appeared more comprehensive and transparent than the Company’s more limited disclosures, and that some investors may view 3D’s explanations as comparatively more credible. 3D remains deeply concerned that the approval of the invocation of the Poison Pill will entrench management at a time when greater accountability is urgently needed. Notably, after 3D shared court records suggesting potential executive involvement in systemic bid-rigging, the Board ceased communication and unilaterally introduced the Pill. At the time of adoption, substantially independent directors made up only 33% of the Board—falling short of METI's guidelines desiring a majority—a deficiency that persists even after the June AGM. This structural failure is further evidenced by deteriorating performance: Toho HD’s ROE has declined since FY2024 and now trails the peer median, its stock has materially underperformed industry peers since the Poison Pill was introduced, and its May 13 results fell well below analyst consensus. Despite all this, the new medium-term plan largely recycles targets from the prior, underachieved plan. 3D is concerned that the endorsement of the invocation of the Poison Pill may further weaken the managerial discipline that shareholders rely on to drive long-term value creation.

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6/9/2026

Capital Group Raises KT&G Stake to 7.2%

Korea Herald (06/09/26) Hyeong-woo, Kan

Capital Group has upped its stake in KT&G (KRX: 033780) to 7.21% as the latter continues to attract foreign investors. According to KT&G’s regulatory filing on Tuesday, Capital Research and Management Company, a wholly-owned investment arm of the Capital Group, acquired about 1.6 million extra shares of KT&G as of May 29. The additional investment came a little over three weeks after it had acquired a 5.61% stake in the Korean cigarette maker. Capital Group is one of the world's largest asset managers, managing more than $3 trillion in assets worldwide. KT&G logged 1.7 trillion won ($1.1 billion) in sales and 364.5 billion won in operating profit in the first quarter this year, up 14.3% and 27.6%, respectively, from the same period last year. In particular, the company posted record-setting 559.6 billion won in overseas sales, up 24.6% on year, on the back of balanced growth across the globe. KT&G plans to announce new shareholder return policies in the second half, based on growth driven by global sales. “Following BlackRock (NYSE: BLK), global financial companies that are long-term investment-oriented, such as Capital Group, are consecutively acquiring stakes (in KT&G) and recognizing our company’s fundamental competitiveness,” said a KT&G official. “We will continue to strengthen our shareholder value by increasing profits centered around global businesses and setting up a positive cycle of shareholder returns in the future.”

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6/9/2026

Ancora Builds Stake in Ashland, Pushes for Sale

Reuters (06/09/26) Herbst-Bayliss, Svea

Ancora Alternatives has built a significant stake in Ashland Inc (ASH.N) and wants the U.S. specialty chemicals company to sell itself, arguing that a transaction could boost its share price by at least 30%, according to a presentation reviewed by Reuters. The Cleveland-headquartered hedge fund said it is ready to launch a proxy fight at the Wilmington, Delaware-based company if there is not tangible progress toward reaching a deal by the time the window to nominate directors opens in September. Ashland's share price jumped more than 6% on Tuesday afternoon to trade at $61.12 as investors reacted to Ancora's presentation. Ancora began building its stake when the stock price dropped in April after Ashland, whose customers include L'Oreal (EPA: OR), Estee Lauder (EL.N), and Pfizer (PFE.N), reported disappointing fiscal second-quarter earnings. Net income was lower and earnings per share missed Wall Street's forecasts. ince hitting a high in December 2022, Ashland's stock price has tumbled roughly 50% as investors punish the company by valuing the whole at less than its standalone business segments would be valued, Ancora said. The company currently has a market value of $2.7 billion. But a sales process could help push the stock much higher, Ancora forecast, saying the price could rise to at least $76 a share. "A sale is the best path to realizing Ashland's intrinsic value in the face of the company's significant trading discount and near-term growth and execution issues," the presentation said. "Ashland is an attractive asset to a deep pool of strategics and financial sponsors alike." Standard Investments, the investment platform of privately held global industrial conglomerate Standard Industries, currently ranks as Ashland's biggest investor, with a stake of nearly 10%. Industry analysts have speculated it might be among a group of potential buyers, especially since it has experience with these kinds of takeovers after it bought chemical giant W.R. Grace in 2021. By publicly calling on Ashland to sell, Ancora said it could act as a catalyst and give "the full field of buyers cover to come forward" while also giving management and the board a forceful nudge to move ahead. Ancora, which cemented its reputation as a successful investor with more than two dozen campaigns in the last six years at companies including railroad Norfolk Southern (NSC.N) and retailer Kohls (KSS.N), is unveiling its Ashland campaign at the Wolfe Research Activist Conference on Tuesday. As the pace of mergers and acquisitions has picked up this year, a number of investors have become more vocal in pushing management to sell certain businesses or even the entire company, heaping new pressure on boards and management teams. While praising Ashland's key products and loyal list of customers, Ancora also signaled it is ready to turn up the heat. "If constructive dialogue with the board and management does not lead to a near-term resolution, then the company’s upcoming nominating window provides an opportunity to add fresh leadership to the board and ensure proper fiduciary oversight is exercised," the presentation said. Ancora has a list of potential director nominees who know the company well and would be ready to run for seats in a proxy fight. Ancora has attributed some of the company's lackluster performance to Ashland CEO Guillermo Novo, who was appointed to the top job in 2019 with a mandate to transform the company into a pure-play specialty chemicals company by selling noncore businesses and cutting costs. Despite some improvements, Ancora notes that the stock price has dropped 24% during Novo's tenure. The hedge fund stopped short of calling for Novo's ouster but left little doubt that time has run out for management to deliver and that it wants to see stronger actions now, the presentation shows.

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6/8/2026

Independent Proxy Advisory Firms ISS and Glass Lewis Unanimously Support the Election of ALL Director Nominees at Dynacor’s AGM

GlobeNewswire (06/08/26)

Dynacor Group Inc. (TSX: DNG) announced that its director nominees and other annual meeting resolutions received favorable voting recommendations from Glass Lewis and Co., LLC and Institutional Shareholder Services Inc. (ISS). ISS and Glass Lewis have recommended that Dynacor's shareholders vote FOR the election of each of the Corporation’s director nominees at the Corporation’s Annual General Meeting of Shareholders, which will be held on June 19. Additionally, ISS and Glass Lewis recommend that shareholders vote FOR the re-appointment of the auditor. Glass Lewis has also recommended voting FOR the amendment to the Stock Option Plan to replenish the pool. ISS, which supported the same plan in connection with last year's AGM, has noted a minor clarification regarding amendment provisions consistent with its recent guidance, which the Board will consider the next time the plan is amended. The plan, meanwhile, fully complies with regulatory and TSX requirements. Dynacor is disappointed that iolite Partners Ltd. has circulated a dissident proxy circular soliciting shareholders to withhold votes from certain director nominees, among other disruptive actions. Dynacor reminds shareholders that the dissident was not elected at last year’s special meeting, which he called in an attempt to secure his election to Dynacor’s board. The Dissident’s recommendations would not serve the best interests of shareholders and would undermine the Corporation's strategic momentum and governance stability The Dissident’s campaign continues a pattern of disruptive activism that diverts disproportionate corporate resources toward responding to repetitive requests and unfounded allegations that do not advance the Corporation's interests. Despite unsuccessful efforts in 2025, including a failed requisitioned meeting, a failed withhold campaign, and a failed attempt to elect a director to Dynacor’s board, the Dissident persists in challenging shareholder decisions. Notably, following the failed 2025 campaigns, the Dissident made unreasonable demands regarding share buybacks and legal fees, that overturn other shareholder decisions and disregard their interests. The current solicitation, characterized by misleading communications, appears once again driven by the Dissident's personal objectives rather than shareholder value.

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6/7/2026

Japanese Firms Field Record Proposals From Activists at This Year's Shareholder Meetings

Reuters (06/07/26) Bridge, Anton

Activist investors have made a record number of proposals to Japanese firms for shareholders to vote on at annual general meetings this month, including growing calls for company executives to step down. Fueling the boom has been multi-year prodding of Japanese companies by regulators and the Tokyo Stock Exchange to improve shareholder returns and invest in growth, as well as some recent big activist wins. As of June 3, 139 proposals by activist shareholders were submitted for votes at AGMs, two more than last year, according to data compiled by Mitsubishi UFJ Trust Bank. The majority were submitted by foreign investors. Of these, 19 either oppose a company-nominated director's appointment or nominate a new director candidate. That's up from 14 such proposals last year and just seven in 2024. It's not easy for shareholder proposals to pass in any region, though they often pressure companies to reform. In Japan, fewer than one in 20 submitted since January 2023 have passed, data compiled by shareholder advisory firm SquareWell Partners shows. That said, activist ambitions have grown after a vote instigated by Oasis Management last year ousted the CEO of chemicals firm Taiyo Holdings (4626.T) - a rarely accomplished feat. High-profile campaigns by other activists, even if conducted by other means, have also provided an important boost. Of particular note was U.S.-based Elliott Investment Management's milestone victory over Toyota (7203.T) against the terms of a buyout of a group firm - a campaign it waged through vocal public opposition. Of the many proposals put forward by activist investors, a June 25 shareholder vote at Kyoto-based electronics manufacturer Kyocera (6971.T) is expected to be among those garnering attention. Oasis, which has previously argued that Kyocera should divest unprofitable businesses and accelerate restructuring, is now calling for Chairman Goro Yamaguchi to step down. "Taiyo was the same situation (as Kyocera) where the CEO was allocating capital toward and heralding a poor business that was taking away from the good margins of the great business," said Seth Fischer, chief investment officer at Oasis. Yamaguchi, who has led Kyocera since 2017, gained 63.8% of shareholder votes last year - very low for a Japanese business leader and a far cry from the 79% he had in 2021. Kyocera's board has rejected Oasis' proposals, highlighting Yamaguchi's contributions to governance and management reforms. Oasis is also calling for shareholders to vote against the heads of publisher and gaming company Kadokawa (9468.T), Tokyo Steel (5423.T), and recruitment firm SMS (2175.T). Kadokawa and SMS' boards rejected Oasis' proposals, while Tokyo Steel has yet to publicly respond. "Right now, one effective way that we can galvanize other investors and improve the companies is to hold management accountable for poor performance if they don't deserve to be voted back in," Fischer said. Other funds vocal this year include entities affiliated with Dalton Investments. They have in several cases proposed the appointment of independent directors with capital markets experience that they argue is lacking on the firms' boards, such as at probiotic drink maker Yakult (2267.T). UK-based AVI has called for the president of tablet manufacturer Wacom (6727.T) to step down, citing governance concerns and declining profits. Yakult's board has rejected the Dalton proposal. Wacom's board has also rejected the proposed dismissal of its president but it has suspended its relationship with another company set up by the president after AVI's campaigning. Domestic asset managers are also now taking a harder line on firms' capital allocation decisions and profit performances, lifting chances that they will vote against company leaders. In particular, they tend to vote against management when there has been low return on equity or there are excessive cross shareholdings, the MUFJ Trust Bank data showed. "Domestic managers feel more comfortable voting against a director's reelection if they feel something's wrong," said Ali Saribas, partner at SquareWell Partners.

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6/6/2026

Major Shareholder Wants to Block H.B. Fuller’s ‘Reckless’ $800 Million Acquisition

Minnesota Star Tribune (06/06/26) Kennedy, Patrick

A major shareholder wants to block H.B. Fuller’s (NYSE: FUL) attempt to acquire a European wound products company for more than $800 million. Instead, Ancora Holdings Group, which owns about 2% of H.B. Fuller’s shares, wants a comprehensive review of strategic alternatives for the St. Paul-based company, according to a letter to Fuller’s board. Vadnais Heights-based Fuller, it says, is underperforming and should stop talks with the U.K.-based Advanced Medical Solutions (AMS) Group. “The silver lining is the Board still has time to slam the brakes on an acquisition of AMS,” Ancora wrote. Advanced Medical Solutions Group (LON: AMS) confirmed last month that adhesives-maker H.G. Fuller made an unsolicited bid for the company. Bloomberg reported the deal would be worth more than $800 million. AMS — which makes products including adhesive bandages, tissue adhesives, sutures, and hemostats — has been entertaining acquisition proposals for over a year. Ancora, an asset management firm with an activist strategy, was caught off guard by the talks, especially since public comments by H.B. Fuller on its first-quarter earnings call March 26 and private discussions between the two indicated that Fuller was pausing its M&A strategy, according to a source close to the discussions. Ancora Holdings, the source said, is making its opposition known now because it has a previously scheduled meeting with Fuller management on June 10 and because a deadline is looming. Under U.K. regulations, Fuller has 28 days from being identified as a potential acquirer to make a formal proposal or to announce it is not. For H.B. Fuller, that 28-day deadline is June 18. Fuller said after Ancora released its letter that the board and executives “value the feedback of all shareholders and regularly engage with and listen to a diverse range of perspectives shared with the company, as we have with Ancora.” Fuller’s statement acknowledged discussions with AMS but noted that “there can be no certainty that a binding offer will be made.” During the March earnings call, John Corkrean, Fuller’s chief financial officer, told analysts the company was focused on debt reduction and share repurchases. “While M&A remains a cornerstone of our growth strategy, and we continue to evaluate strategic acquisitions, we will pause on closing deals in the near term,” Corkrean said. Since Celeste Mastin became chief executive in 2023, H.B. Fuller has made 13 acquisitions, largely bolt-on or tuck-in acquisitions of small companies that fit a niche within Fuller’s existing portfolio and capabilities. In its fiscal year ended Nov. 30, Fuller made $152 million on annual revenue of $3.5 billion and had 7,100 employees. Annual revenue has declined 7% over the past three years, and earnings, 16%. AMS would fit into Fuller’s hygiene, health and consumable adhesives segment, whose main products are used in making diapers and feminine hygiene items. UBS Securities analyst Lucas Beaumont noted in a recent research note that an AMS acquisition would give H.B. Fuller access to faster growing, higher margin medical markets. Medical adhesives right now are about $100 million in sales, “so this would mark a significant expansion, lifting overall exposure to greater than 10%,” Beaumont wrote in a research note. AMS was founded in 1991, has more than 1,600 employees and since 2019 has made seven acquisitions of its own. In 2025 it had annual revenue of more than $300 million.

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6/5/2026

Analysis: Wall Street Activism Returns to ASX With Elliott’s Northern Star Play

Australian Financial Review (06/05/26) Shapiro, Jonathan

When Elliott Management revealed itself to have built a position of over $1 billion in gold miner Northern Star (ASX: NST) on Tuesday, it couldn’t have hoped for a better reaction. The stock popped about 10% on the open, closing up 13.5%, and then gained another 4.5% the day after. The two-day pop was also great news for any other Northern Star shareholders who suffered the indignity of owning a gold mine while missing out on the spoils of a blockbuster bull run for the precious metal. But Northern Star was, in fact, an unpopular holding among institutions, according to JPMorgan’s (NYSE: JPM) love index, which tracks the extent to which active managers are overweight or underweight a stock relative to the index. That might explain why, aside from the share price jump, there wasn’t exactly an outpouring of enthusiasm about the content of Elliott’s 39-page pitch deck “Northern Star rising." That presentation pointed out just how woeful Northern Star’s recent market, operational and even disclosure performance had been, after production downgrades claimed its managing director, Stuart Tonkin, last month. Elliott, which oversees $US80 billion ($112 billion) in assets, called on Northern Star to consider putting itself up for sale, or failing that, embarking on a dramatic turnaround overseen by a fresh set of directors. What was absent was a confrontational tone, which suggests the hedge fund wants to play nice with Northern Star, which in turn has responded politely to the unwanted attention. The tension and drama of Elliott’s last encounter, when it launched a campaign against BHP (ASX: BHP), just isn’t there – at least not yet. Elliott’s return to the ASX highlights just how much the market and the activism game have changed since the BHP campaign back in 2017. Their arrival back then was met with a tinge of contempt. The sentiment was that Elliott’s push for BHP to collapse its dual-listed company structure had been raised repeatedly by investors and arbitrageurs. Ironically, BHP was believed to have already been preparing to divest its U.S. energy assets, and Elliott’s demands for them to do so triggered a visceral reaction to resist. But Elliott’s arrival coincided with a peak in investor frustration, and its campaign allowed long-suffering BHP shareholders to express their irritation at years of woeful capital allocation. The appointment of Ken MacKenzie to replace Jack Nasser as chairman marked a step change for the company and for Elliott’s campaign, which then turned amicable and private. There is a sense in the Elliott camp that were it not for their public expressions, BHP might not have moved to appoint a chairman of MacKenzie’s caliber. Another topic of endless fascination and division, which has come up again, is just how well Elliott did out of its BHP trade. It is not as simple as tracking the share price since Elliott showed up. The common perception is that Elliott hedged its broad exposure to the mining sector to isolate the impact of its influence via short positions in stocks such as Anglo American. They are, of course, in the business of delivering uncorrelated market returns. Those proxy stocks fared well, but some familiar with Elliott’s trading say the hedging was more complicated and highly proprietary and ultimately resulted in one of the most profitable trades on the ASX. We can only speculate about their profits and how they might be hedging their current billion-dollar-plus Northern Star position. There are two broader issues raised by Elliott’s return. One is that the activism game has changed. A global phenomenon, which is particularly acute in Australia, is that share registers are increasingly dominated by passive investment funds. That’s good and bad for activism. The bad is that passive funds have little incentive to engage with activists unless they’re required to act by casting a vote. They’re generally less engaged than traditional active managers, which makes it harder to win their support. But on the plus side, the prevalence of absent landlord shareholder registers is creating more opportunities for activists who can dominate the share of voice. Another complexity is that activism in the resources sector is particularly tricky given the geological constraints and the fact that the company has no control over the prices of the product itself. Others believe poorly managed miners are ripe for shareholder activism. The mineral endowments don’t change, but if the management that sits above them lacks competence, a change can create value. We’re also observing that activists and targets are willing to tone down their rhetoric to achieve their objectives. So, are the days of unbridled aggressive activism over? We hope not. What is abundantly clear is that the Australian market can do with some unbridled, aggressive activism. We need only look to the exchange operator, ASX Ltd, as evidence that there are times when owners need to show their fangs. A decade of capital misallocation and poor board oversight has turned a dominant monopoly into a basket case. It’s a warning that without some tough love, key national infrastructure, a market and even a nation can meander toward mediocrity.

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