1/13/2026

Investor Activism Hits New High, with Japan Behind Only US

Nikkei Asia (01/13/26) Ishikawa, Chihiro; Sakabe, Yoshinaru

Proposals and demands by activist shareholders globally reached a record high in 2025 as investors put pressure on U.S. and Japanese companies missing out on the stock market rally, a trend that looks likely to continue in 2026. Data from Lazard shows 295 activist shareholder campaigns last year, a third straight annual record. This represented a 15% jump from 2024, with the pace of growth accelerating. Based on region, 173 took place in North America, rising 28% to break the record set in 2014. Japan, with 56 campaigns, overtook Europe to rank second. Board changes were the most frequent demand, at 37% of campaigns, while proposals related to mergers and acquisitions -- such as selling businesses and industry consolidation -- made up 35%. Though share prices are high globally, not all stocks are strong performers, as money is concentrated in certain fields such as artificial intelligence. Activist investors are turning their attention to relatively underpriced names that have not benefited from the upswing. These include Canadian sportswear maker Lululemon Athletica (LULU), in which Elliott Investment Management disclosed a stake of more than $1 billion last month. Lululemon's shares, which at one point had fallen roughly 70% from their 2023 peak as U.S. tariffs and inflation cooled consumer sentiment, jumped nearly 9% at one point on the day after the announcement. In the United States, HoldCo Asset Management has pushed Comerica Bank (CMA), a Texas-based regional lender, to sell itself. Another fund, Ancora Holdings, is encouraging rail operator CSX (CSX) to pursue a merger with a peer. Meanwhile, market reform is a major driver of activism in East Asian markets. Activist investors have made inroads in South Korea, where campaigns rose from six to 11 last year amid hopes that President Lee Jae Myung will make progress on corporate governance reform. U.K.-based Palliser Capital in October disclosed an interest in LG Chem (051910). Raising concerns about its valuation languishing at one-third that of battery subsidiary LG Energy Solution (373220), Palliser called for a board reshuffle and share buybacks. Given the government's focus on shareholders, LG Chem is unlikely to be able to buy time through silence, Maeil Business Newspaper wrote. In Japan, shareholder activism has grown since the Tokyo Stock Exchange in 2023 began pushing businesses to be more conscious of their cost of capital and share prices. Elliott in December disclosed a 5% stake in Toyota Industries (TYIDY), which accepted a buyout bid by Toyota group companies earlier last year. Hedge fund Third Point, a onetime Sony (SONY) investor, recently returned to Japan with a stake in industrial machinery maker Ebara (EBCOY). Shareholder proposals are more likely to pass as well. Investors in Synchro Foods (3963), which provides support services to the restaurant industry, recently agreed to a proposal to appoint Kazunari Sakai, head of Japan research at Asset Value Investors, as an external director. How businesses use their cash hoards likely will be a focus ahead of this year's revisions to Japan's corporate governance code. Companies' "net cash situation is often not appropriate from a capital efficiency standpoint," Sakai said. "I hope to see a lot of it used for investments beyond the cost of capital." "Given the high level of M&A in the United States and the accumulation of success stories in Japan, I don't envision [shareholder] proposals going down in 2026, at least," said Kenta Akiyama, head of the Japanese arm of U.S. investment bank Lazard (LAZ). "Activist investors' cash on hand is growing, which makes it easier to embark on new campaigns," said Hidenori Yoshikawa, chief consultant at Daiwa Institute of Research. Returns are a major issue for activists. Considering that the boom in AI-related shares has lifted stock indexes, it is more difficult for these investors to beat their benchmarks. Lazard looked at the stock performance of European and U.S. companies targeted by activist investors. Though they outperformed broader stock indexes five days after the campaigns began, some were down by double digits a year later. A similar trend can be seen in Japan. In the first half of 2025, stock returns on companies in which activists invested for at least six months outperformed the Topix index by only about 0.6 percentage point after 120 trading days, data compiled by Nomura Securities shows.

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1/13/2026

Engaged Capital to Nominate Directors to BlackLine Board

Investing.com (01/13/26)

Investment firm Engaged Capital announced Tuesday its intention to nominate four director candidates to BlackLine, Inc.’s (BL) board at the company’s 2026 annual meeting, citing concerns over the board’s rejection of an acquisition offer and alleged entrenchment efforts. BlackLine, currently valued at approximately $3.4 billion, has seen its shares trading around $57.50, about 13% below their 52-week high of $66.25. The investor, which owns 1,083,619 shares of BlackLine, criticized the financial software company’s board for what it described as a failure to act in stockholders’ best interests amid underperforming stock performance and decelerating revenue growth under current leadership. Despite being profitable with a 75% gross margin, InvestingPro data shows BlackLine’s revenue growth has slowed to 7.4% year-over-year, while the stock trades at a high P/E ratio of 48.7 – significantly above what analysts consider justified by its growth rate. Glenn W. Welling, founder and chief investment officer of Engaged Capital, stated that the board’s "apparent inaction and outright rejection of a credible acquisition proposal without further engagement are a clear dereliction of its fiduciary duty." The firm expressed concern over BlackLine’s stated intention to reduce the size of its board, which Engaged Capital characterized as "an entrenchment maneuver designed to reduce accountability." The four nominees include Storm Duncan, founder and CEO of technology M&A advisory firm Ignatious; Christopher Hallenbeck, SVP and General Manager at software company Boomi; Christopher L. Young, former Managing Director at Jefferies (JEF); and Christopher B. Hetrick, Director of Research at Engaged Capital. Engaged Capital stated that its nominees bring "deep software, operational, governance and M&A expertise" and would ensure "all strategic alternatives, including a sale, are rigorously and objectively evaluated." The investment firm has established a website to provide additional information regarding its campaign. According to the press release statement, Engaged Capital believes BlackLine is "a highly valuable and strategic asset" but requires "objective oversight and real accountability" to unlock its value.

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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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