1/12/2026

Engaged Capital Ready to Run Proxy Fight at BlackLine, Sources Say

Reuters (01/12/26) Herbst-Bayliss, Svea

Engaged Capital (Engaged) is planning to run a proxy fight to install four outside directors at software maker BlackLine (BL) arguing new blood is needed in the boardroom to pursue strategic options, including a possible sale, two people familiar with the matter said. Engaged, which owns more than 1 million shares in BlackLine and ranks as one of its 20 largest shareholders, has criticized CEO Owen Ryan and the board for being slow to review alternatives for its business and has pressed management and the board to consider selling the company to a competitor. A representative for BlackLine was not immediately available for comment. BlackLine has a market value of $3.4 billion. Its stock price has risen 1.7% in the last 12 months, closing at $56.59 on Friday. While there has been some contact between the company and the hedge fund, Engaged has not been satisfied with the response and is now ready to dial up the pressure with a full-scale boardroom fight, the sources said. BlackLine's board currently has 12 members but the company has announced plans to cut that to 11. Engaged, run by investor Glenn Welling, considers the step an entrenchment maneuver aimed at limiting investors' ability to elect new and independent directors, the sources said. The sources said Engaged would name four executives to stand for election at the next annual meeting: Christopher Hetrick, the firm's director of research; Christopher Young, a former activism defense banker at Jefferies who once headed the special situations research team at proxy advisory firm Institutional Shareholder Services; software industry operator Christopher Hallenbeck, who once worked at SAP (SAP); and, Storm Duncan, the founder of technology focused M&A advisory firm Ignatious. Last year Reuters reported that SAP, Europe's largest software provider which has a strategic partnership with BlackLine, offered to buy the company for nearly $4.5 billion but was rebuffed. A handful of other investors have reached out to the company by letter in the last several months urging management and the board to explore strategic alternatives, a source familiar with the matter said. Engaged, which has been in business for more than a decade, has pushed for changes at a number of firms, including Envestnet and New Relic, which eventually put themselves up for sale.

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1/10/2026

Opinion: Activist Elliott Shakes Up Leadership at Lululemon. How the Firm Can Help Reinvigorate the Athleisure Giant

CNBC (01/10/26) Squire, Kenneth

Ken Squire, founder and president of 13D Monitor and founder and portfolio manager of the 13D Activist Fund, writes that Elliott Investment Management has taken a more than $1 billion position in Lululemon (LULU) and is bringing in Jane Nielsen, former CFO and COO of Ralph Lauren (RL), as a potential CEO candidate at the company. Lululemon is a global athletic apparel, footwear, and accessories company, offering pants, shorts, tops, and jackets for activities such as yoga, running and training. While the company remains anchored in its core North America market (~70% of revenue), it has built a significant presence in APAC (~25%), and China specifically (18%), as well as Europe (~5%). In fact, these ancillary markets have grown quite rapidly, with APAC and Europe delivering average compound annual growth rates of 33% and 22% respectively, over the past year. This international expansion has helped drive strong overall topline growth, with sales growing from $8 billion in 2023 to $11.9 billion today. However, in that same period, the company’s share price has gone down from over $500 to now below $220 per share. The problem here lies in North America. Growth in this core market has slowed to low single digits, and now has turned negative, with comparable sales down 5% in the most recent quarter. Further, while the China growth story resonated with investors when North America was showing continued expansion, this narrative on its own in the face of North American core uncertainty is not something that is very appetizing to public market investors. The root challenges in the North America business can be traced back to 2018, when Calvin McDonald became Lululemon CEO. From the beginning of his tenure, and through the post-Covid period, the company operated in a golden era for athleisure, benefiting from the broad casualization of apparel and enjoying years of outsized growth as the only real large-scale player. While this environment delivered years of share price appreciation, it also masked a series of strategic missteps that would later come back to bite them. First, Lululemon used much of these earnings to pursue new business lines, including its $500 million acquisition of Mirror, as well as the launches of footwear and skincare lines, none of which have generated meaningful shareholder value. Moreover, while these initiatives may have been tolerable on their own during a period of rapid growth, they ultimately distracted management from the core North America business that was key to revenue growth. This loss of focus became especially pronounced in May 2024, when the company’s chief product officer resigned. Since then, product direction and design have widely been perceived to be largely centralized under McDonald. Lululemon has shifted from its historically sleek and highly functional aesthetic toward louder branding and collaborations, such as with Disney, that are not aligned with the core customer. As a result, the company’s brand perception has shifted, allowing competitors like Alo and Vuori to gain momentum and begin taking share, particular among Lululemon’s core customer base of young women. This is a dynamic that is evident to anybody who shops in the category. While store traffic and brand awareness remain high, conversion has deteriorated. These product missteps have been further compounded by broader operational issues in the areas of marketing, supply chain, and corporate cost controls. Together, these issues have driven margin pressure, eroded brand momentum in North America, and ultimately contributed to the sharp decline in the company’s stock price. On Dec. 11, 2025, Lululemon announced that McDonald would step down as CEO effective Jan. 31, 2026. This impending leadership transition is what set the stage for Elliott to disclose a more than $1 billion position in Lululemon and bring in Jane Nielsen, former CFO and COO of Ralph Lauren, as a potential CEO candidate at the company. Lululemon is still a quality product and brand that has somewhat lost its way and needs to be invigorated. It does not need a CEO who knows all the answers (if that exists) but one who will hire the best talent and institute the right processes so management can work as a team of marketers, merchandisers, and product developers to come up with the solutions. At the same time by delegating these duties to competent senior executives, Nielsen will be able to also oversee the company’s supply chain and corporate structure to solve the problems there and institute a cost discipline that has been absent. This is what Nielsen has experience doing at both Ralph Lauren and Coach (TPR). In 2014, when Nielsen was at Coach, the manufacturer of luxury handbags was losing out to rivals and announced that it expected same-store sales in North America to be down by a high-teens percentage in the coming year. Nielsen told investors that Coach would be back to profitability within two years. Nielsen helped Coach close underperforming stores and get inventory under control and by March 2016, the Coach brand posted its first quarterly sales increase in North America in nearly three years. When Nielsen joined Ralph Lauren in September 2016, sales had stalled and net income had fallen approximately 50% since 2014. In a 2024 article in The Wall Street Journal, Nielsen was quoted as saying, “The brand was bigger and better than the business was showing? — which is similar to Lululemon today. Nielsen and the leadership team targeted millennial and Gen Z shoppers and overhauled the website and closed stores, leading to an increase of 20% in adjusted operating income. When an activist comes to a company with an idea or recommendation, they are just as happy if the company takes that recommendation or comes up with a better one. Elliott is not saying that Jane Nielsen is the best person for the job. The firm is saying that she is the best person it knows of for the job, and the firm does extensive and comprehensive diligence and analysis before making a recommendation like this. Elliott cannot name the next CEO. The board does that. And while Elliott would like to see Nielsen as the next CEO, if the board decides on someone else who is equally qualified, Elliott will support that decision. In practicality, whoever the next CEO is will be pseudo-approved by Elliott because we have never seen a qualified CEO with options take a job like this if they knew an activist like Elliott opposed his or her appointment. But Elliott’s presence alone adds a lot of value to the situation which the board should recognize. First, it justifies a sense of urgency, which is needed here. Second, the firm brings to the table a more than qualified CEO candidate who is ready and willing to take on this role. Third, an activist of Elliott’s stature and reputation can give the board cover in whatever decision they make. This third point is particularly important when there is an outspoken founder in the wings like Chip Wilson who has been publicly criticizing board decisions. Without the activist, even a competent and experienced board could compromise on the CEO selection to appease the vocal founder. This is very similar to Elliott’s recent campaign at Starbucks (SBUX), another iconic brand facing popularity, competition and image challenges with an outspoken founder not afraid to give his opinion. At Starbucks, Elliott’s efforts quickly culminated in the appointment of Brian Niccol as CEO, now working to reset the company’s strategy and restore investor confidence. Elliott’s presence justified the urgency required and its endorsement of Niccol gave the board the external credibility to act quickly. Since Elliott engaged Lululemon, on Dec. 29, Chip Wilson has nominated three directors – Marc Maurer, the former co-CEO of On Holding AG (ONON); Laura Gentile, former chief marketing officer of ESPN; and Eric Hirshberg, former CEO of Activision, the largest segment of Activision Blizzard (ATVI) – for election to the board at the 2026 annual meeting.

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1/9/2026

Rio Tinto and Glencore in Talks to Form World’s Biggest Miner

Bloomberg (01/09/26) Biesheuvel, Thomas; Lorinc, Jacob

Rio Tinto Group (RTNTF) is in talks to buy Glencore Plc (GLNCY) to create the world’s biggest mining company with a combined market value of more than $200 billion, a little over a year after earlier talks between the two collapsed. The companies have been discussing a potential combination of some or all of their businesses including an all-share takeover, they said in separate statements on Thursday. Glencore shares surged 10% in London, while Rio Tinto retreated 2.2% after falling 6.3% in Australia. A tie-up between the two companies would represent the largest-ever deal in an industry that has been gripped by takeover fever as the biggest producers seek to bulk up on copper — a crucial metal for the energy transition that is trading near record highs. Glencore and Rio both own large copper assets, and the potential transaction would create a new mining behemoth to rival BHP Group (BHP), which has long held the title of the biggest miner. Analysts have previously raised questions about potential hurdles to a deal. Glencore is one of the world’s biggest producers of coal — a business that Rio has previously exited — while the two companies have very different cultures. However, people familiar with the matter said on Friday that Rio is open to retaining Glencore’s coal business if talks are successful. The structure and scope of any deal is still being discussed, but one of the key scenarios being considered is a takeover of the whole of Glencore including the coal business, said the people, who asked not to be identified discussing private information. No final decisions have been made, and Rio could also choose to offload the coal at a later date if a deal is successful. The two held discussions in 2024, but the talks were abandoned after they failed to agree on valuation. Since then, Rio replaced its CEO, while Glencore made an effort to publicly outline its copper growth prospects. In private conversations, Glencore CEO Gary Nagle has described a Rio-Glencore tie-up as the most obvious deal in the industry. Still, the gap between the two companies’ valuations had widened since the prior discussions. The talks come at a time when copper has never been hotter. The metal soared to record highs above $13,000 a ton earlier this week, driven by a slew of mine outages and moves to stockpile the metal in the United States ahead of possible Trump administration tariffs. Mining executives have been warning for years that future supplies of the metal will be tight as demand is expected to grow strongly while the industry faces a dearth of new mines. That has played into an existing focus among mining executives and investors that future supplies of the metal are going to be tight. For Rio, a deal with Glencore would significantly expand its copper production and give the company a stake in the Collahuasi mine in Chile, one of the world’s richest deposits, and one that it has long coveted. While Rio already owns large copper assets, it and larger rival BHP both still get a substantial share of their earnings from iron ore, a market that faces an uncertain demand future as China’s decades-long construction boom is drawing to an end. “It makes a lot of sense,” said Ben Cleary, portfolio manager at Tribeca Investment Partners. “It’s the one big deliverable mining deal out there.” Tribeca had previously called on Glencore to shift its primary listing from London to Sydney and abandon a plan to spin off its profitable coal business. Rio Tinto last year survived an attempt by an investor to force it to review its dual listing structure, with not enough shareholders backing the proposal. Rio had urged shareholders to reject the proposal, which ultimately aimed for the company to hold its primary listing in Australia. Still, almost 20% voted in favor of the resolution by Palliser Capital UK Ltd., and the world’s No. 2 mining company said it would continue to engage with shareholders on the subject. Rio’s new CEO, Simon Trott, has so far focused on cutting costs and simplifying the business, and the company has vowed to offload some of its smaller units. Chairman Dominic Barton has signaled that Rio has moved on from a series of disastrous deals in its past, saying the company will be more open-minded when it comes to making acquisitions. The fresh talks come amid a wider wave of dealmaking in the sector, most recently with Anglo American Plc’s (AAL) agreement to buy Teck Resources Ltd. (TECK), after Anglo successfully fended off a takeover attempt from BHP.

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1/9/2026

SEC Official Says Investment Advisors Can Use AI for Proxy Votes

Bloomberg (01/09/26) Beyoud, Lydia

Investment advisers can use artificial intelligence (AI) to help them make proxy voting decisions, a Securities and Exchange Commission (SEC) official said. “As advisers grapple with the scale and complexity of proxy voting — especially across large portfolios — AI tools like large language models and agentic AI, offer a compelling opportunity,” Brian Daly, director of the Division of Investment Management, said Thursday in prepared remarks for a New York City Bar Association event. AI models that can not only advise but also execute their recommendations shouldn’t be used to replace human judgment, Daly said. He noted in his speech that he was speaking only on his own behalf and not for commissioners or staff. The comments mark a pivot away from former SEC Chair Gary Gensler’s far more cautious view on AI. The Biden-era regulator frequently warned about the risks of concentration among AI providers that could introduce systemic risk or harmful outcomes if too many firms relied on companies using the same underlying data. Daly’s remarks came as part of a broader speech outlining greater permissiveness in how investment advisers make proxy voting decisions. For example, he said investment advisors can make their own decisions on whether to vote on certain proxy proposals or whether to even engage a proxy advisor at all. “Investment advisers that determine proxy voting is not required by, or may even be inconsistent with, their investment program should not be afraid to take that position,” he said. The SEC is still considering how to act on President Donald Trump’s recent executive order that would impose significantly more requirements on proxy advisers, which is an industry dominated by Glass Lewis & Co. and Institutional Shareholder Services Inc. Those firms make recommendations to investors and asset managers about how to vote but opponents have argued they exercise out-sized influence over corporate actions. The executive order asked the SEC to consider whether proxy advisors should have to register with the agency as investment advisers, which would significantly increase compliance costs. It also asked the agency to decide whether voting recommendations on matters involving social or environmental issues would violate investment advisers’ fiduciary duties, potentially opening them up to lawsuits if they did follow the recommendations. “Stay tuned,” Daly said of the effort, which he described as a “big assignment.”

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1/8/2026

BlackRock’s Updates Stewardship Expectations for 2026

Governance Intelligence (01/08/26) Bannerman, Natalie

BlackRock (BLK) will renew its focus on long-term financial performance and take a more pragmatic approach to environmental policies at investee companies in 2026, according to its updated U.S. Stewardship guidelines for 2026, as proxy advisers and companies continue to react to political pressure. The revisions arrive after the asset manager received public criticism from New York City comptroller Brad Lander, who in 2025 urged city pension boards to consider dropping BlackRock, Fidelity, and PanAgora over what he described as inadequate decarbonization plans. Against that backdrop, BlackRock’s latest guidance reads as both a defense of its approach and a signal of how it intends to navigate growing political, regulatory, and investor pressure. Lander’s Net Zero Implementation Plan Update and Recommendations sharpened scrutiny on how large managers vote and engage on climate-related issues. His central recommendation was blunt: pension funds should reconsider relationships with managers that do not demonstrate sufficient alignment with net zero goals through voting and engagement. The report framed proxy voting as a key test of credibility and accountability. This was further evidenced by BlackRock’s loss of its second European pension fund The PME group, last month, over concerns about climate action and the U.S. manager’s voting record. BlackRock responded quickly and publicly, rejecting the premise that stewardship should be judged against a single policy objective and arguing that effective stewardship focuses on long-term economic value rather than mandated outcomes. That position now runs clearly through BlackRock’s updated U.S. Stewardship guidelines and its 2026 voting policies, with renewed emphasis on purpose and process. BlackRock states that its stewardship activities are designed to protect and enhance long-term shareholder value on behalf of clients. It reiterates that it does not set company strategy or pursue political goals. Instead, it focuses on the quality of governance, board oversight, and how companies manage material risks and opportunities that could affect financial performance over time. This framing reflects the reality that stewardship has become increasingly politicized in the United States. Large asset managers face criticism from multiple sides, with some investors and public officials pressing for stronger climate action while others question whether managers have overstepped their remit. BlackRock’s updated language is more precise and disciplined, with repeated references to financial materiality, consistency, and company-specific analysis. Board oversight remains central to BlackRock’s 2026 voting stance. The U.S. Benchmark voting guidelines reaffirm expectations around board composition, refreshment, and effectiveness. Boards are expected to demonstrate active oversight of strategy and risk, particularly where companies face sustained underperformance, governance weaknesses, or significant control failures. The guidelines make clear that a lack of responsiveness to shareholders may result in votes against directors, including committee chairs. This approach sits alongside changes from proxy advisors ISS and Glass Lewis, both of which updated their U.S. voting policies for 2026. Glass Lewis has tightened its focus on board authority and oversight, while ISS has refined benchmark policies across governance, compensation, and shareholder rights. At the same time, both proxy advisors are facing increased scrutiny from the Trump administration, mirroring the attention directed at large asset managers. For BlackRock, this reinforces the need to clearly distinguish its own voting framework from the recommendations of proxy firms with the 2026 guidelines explicitly stating that proxy research informs BlackRock’s analysis but does not determine voting outcomes. As for executive compensation, the updated U.S. guidance stresses that companies are expected to provide clear explanations, particularly where pay decisions diverge from prior practice or stated targets. Climate-related disclosure remains part of BlackRock’s stewardship expectations, though the tone is notably pragmatic. The firm does not introduce new disclosure mandates or set decarbonization targets. Instead, it expects companies to identify and disclose material climate-related risks and opportunities in a way that is relevant to their business and strategy. The asset manager also highlights the need to act on decision-useful information rather than compliance-led reporting. Companies are encouraged to tailor disclosures to their specific risks and investor base. Shareholder proposals are treated with similar selectivity. BlackRock reiterates that support depends on relevance, clarity and economic merit. The firm signals limited backing for proposals that are overly prescriptive, duplicative, or insufficiently connected to long-term shareholder value. This puts BlackRock between activists pushing for broader support and critics arguing for more restraint. One notable development in the new voting guidelines is a firmer tone on escalation. While engagement remains the preferred starting point, the 2026 guidance suggests a greater readiness to reflect unresolved concerns through voting – particularly in situations where companies fail to provide adequate disclosure or demonstrate progress after repeated engagement. Taken together, BlackRock’s updated U.S. Stewardship guidelines and voting policies reflect a refinement of approach under pressure. They respond directly to criticism such as Lander’s by doubling down on fiduciary framing and long-term value, while also signaling accountability through voting where boards fall short.

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1/8/2026

Investment Trusts Face Activist Pressure as Record Buybacks Meet Stubborn Discounts

Proactive Investors (01/08/26) Lyall, Ian

The UK investment trust sector is entering 2026 with a mix of pressure and promise, according to the Association of Investment Companies (AIC), as shareholder activism, record buybacks, and persistently wide discounts converge. The immediate focus is governance. Shareholders in Edinburgh Worldwide Investment Trust (EWI) are being urged to vote ahead of a requisitioned general meeting called by Saba Capital, which is seeking to replace the entire board with three new directors. While Saba’s high-profile campaigns were defeated across seven trusts last year, the AIC is warning against complacency. With platform voting deadlines looming, the outcome may hinge less on sentiment and more on participation. The backdrop to this vote is a sector still wrestling with discounts. Despite a rally in UK equities that saw the FTSE 100 break through 10,000 late last year, investment trust shares continue to trade at an average double-digit discount to net asset value. That disconnect has persisted for 43 months, a stretch that is long by historical standards but not without precedent. What has changed is the response from boards. In 2025, investment trust buybacks exceeded £10 billion for the first time, a record that reflects a growing willingness to return capital rather than deploy it into new investments when shares trade at a material discount. Buybacks have risen each year since 2023 and helped narrow the average discount from 15.0% at the start of last year to 12.5% by year-end. The AIC’s longer-term data offers some perspective. The longest period of double-digit discounts ran from December 1972 to June 1989, a 16-and-a-half-year stretch shaped by weak equity markets and unfavorable tax treatment. A shorter but still painful episode occurred between June 1997 and January 2001, spanning the dotcom boom and bust. That period also lasted 43 months, exactly matching the current run that began in May 2022. There are signs, however, that today’s cycle is evolving. Alongside buybacks, corporate activity has picked up sharply. During 2025, 27 mergers, acquisitions and liquidations were completed as boards sought to address structural imbalances between supply and demand. The implication is that boards are no longer relying on markets alone to correct discounts. For investors, the message is nuanced. On one hand, activism is becoming a more persistent feature of the landscape, raising the stakes around voting and engagement. On the other, sustained buybacks and consolidation are starting to have an effect, even if progress is gradual. The AIC suggests that this period may ultimately be viewed in the same way as past episodes of deep discounts: uncomfortable at the time, but rewarding for patient capital. As with January sales, the opportunity does not last indefinitely. Whether that proves true will depend on continued board action, shareholder engagement and a market environment willing to reward structural change rather than just wait for sentiment to turn.

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