9/16/2025

Activist Investors Take a Stake in Denny's

Restaurant Business (09/16/25) Guszkowski, Joe

A pair of activist investors have taken a 9.4% stake in Denny’s (DENN) with plans to work with management to boost the chain’s share price. According to an SEC filing Tuesday, serial activists JCP Investment Management and Jumana Capital Partners now own 1.6% and 7.8% of the family-dining chain’s shares, respectively. The two Houston-based firms previously teamed up to take a large stake in Red Robin (RRGB) last year. At Red Robin, JCP and Jumana were able to get seats on the board after investing $8.3 million in the chain to help pay down debt. JCP is owned by James Pappas, the son of Chris Pappas, the former CEO of Luby’s Cafeteria and current CEO of Pappas Restaurants. In the filing, JCP and Jumana said they believed Denny’s stock was undervalued and that they plan to work with Denny’s leadership and board to find ways to improve its value. They did not go into detail about what that strategy might entail. Denny’s stock has fallen more than 20% over the past 12 months, to $5.18 a share. It was down more than 6% on Tuesday afternoon. South Carolina-based Denny’s is in the midst of a turnaround effort aimed at improving traffic. But it has struggled this year. Same-store sales declined in the first two quarters, and the company is expecting to finish the year between negative 2% and positive 1% same-store sales growth. It has found a bright spot, however, in 74-unit Keke’s Breakfast Cafe, the growth concept it acquired in 2022. Same-store sales rose 4% at Keke’s last quarter.

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9/16/2025

Dye & Durham Shares Sink as Filing Delay Threatens Turnaround

Bloomberg (09/16/25) Hughes, Stephanie

Dye & Durham’s (DYNDF) shares plunged after the legal software provider said it will miss the deadline for submitting its annual report, adding another hurdle for a company that has already faced pressure from an activist shareholder this year. The stock dropped as much as 22% on Tuesday, the deepest intraday decline since its public listing in 2020. That briefly brought its share price down to a low of C$8.10 ($5.89). “The filing delay will add to the issues that have been weighing on the stock, which have included its financial leverage, a challenging macro backdrop, competitive concerns and management turnover,” BMO Capital Markets analyst Thanos Moschopoulos said. The move comes after Dye & Durham launched a strategic review in late July — including a potential sale — following a truce with one of its major shareholders, Plantro Ltd. The investment firm controlled by former Dye & Durham Chief Executive Officer Matt Proud agreed to withdraw its demand for a special shareholder meeting in exchange for putting veteran accountant David Danzinger on the board to oversee the review. The company, which sells software solutions to legal and business professionals, after the close on Monday said it would be unable to file its financial statements for the fiscal year ending in June by the Sept. 29 deadline. Management said the issue was related to a review letter by the Ontario Securities Commission sent in July that raised concerns about how Dye & Durham tests for goodwill impairments and discloses certain purchases in its financial statements. Dye & Durham said it is working with advisers and the regulator to confirm the impacts on its finances. The firm said it doesn’t expect any impact to previously reported results. “While this development might weigh on the stock in the near-term, we’re not expecting this development to impact our forecasts,” BMO’s Moschopoulos wrote in a client note. The delay would put Dye & Durham into technical default under its existing senior debt obligations, giving the company 30 days to rectify the issue, Moschopoulos said. Monday’s news wasn’t “unexpected” since interim Chief Financial Officer Sandra Bell is new to the company, said Raymond James analyst Stephen Boland. “On the matter of possible impairments, this is also not a new issue,” Boland said, adding that it was mentioned on past conference calls. “Additionally, the company has publicly stated it is repricing its customer contracts, which can give rise to impairments.”

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9/15/2025

Swiss Regulators Accused of Pushing UBS Out of the Country

finews.asia (09/15/25)

Switzerland’s government, central bank, and financial regulator are under fire, as Cevian co-founder Lars Förberg accuses them of trying to drive UBS (UBSG) out of the country. Meanwhile, UBS executives have reportedly held talks in the US about a potential strategic shift. "The Federal Council, the SNB, and Finma are full of smart people. They are well aware that the proposed extreme capital requirements would compel UBS to leave. They just don’t want to say it out loud," Lars Förberg told the NZZ am Sonntag. Förberg’s attack is not without self-interest: Cevian is one of UBS’s investors. He argues that the proposed regulations squander UBS’s strong position. To remain competitive, the bank’s only option would be to switch regulators – in other words, to leave Switzerland. Ensuring competitiveness, he stresses, is the duty of every board of directors. Cevian has calculated the cost of the tougher capital rules. The conclusion: the additional requirements would lead to annual capital costs of $6.5 billion, equivalent to 20% of UBS’s total costs. Förberg likens the measures to tariffs: "Unlike, say, the 39% U.S. tariffs on Swiss goods, these rules target UBS alone, as the only bank in the world affected. That massively undermines its competitiveness. We all complain about U.S. tariffs, yet at the same time we’re shooting ourselves in the foot by deliberately crippling our biggest bank’s global competitiveness." Just last Monday, Switzerland’s lower house rejected a motion that would have delayed debate on stricter capital rules. That would have helped UBS in the short term by sparing it from having to cut dividends and buybacks. Förberg, who has also invested in Baloise, already voiced his concerns in February about a drastic tightening of capital requirements, as reported by finews.ch. But he insists he is not opposed to stronger banking oversight in Switzerland as such. Meanwhile, the New York Post reported that UBS leaders met with officials in Donald Trump’s administration. The topic: how to counter Switzerland’s tougher capital requirements, possibly through a strategic shift. Options reportedly under discussion include acquiring a U.S. bank or pursuing a merger, according to unidentified sources cited by the newspaper.

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9/15/2025

Exxon to Offer Auto-voting to Counter Shareholder Activism

Reuters (09/15/25) Dang, Sheila; Kerber, Ross

Exxon Mobil (XOM) is introducing a unique shareholder voting mechanism that will allow retail investors to automatically cast ballots in step with board recommendations during annual meetings, a move that may help the top U.S. oil producer fend off activist campaigns. On Monday, the U.S. Securities and Exchange Commission said in a letter that it would not object to the plan from Exxon as long as the company met certain conditions, including providing annual reminders to investors who opted into the mechanism about their participation. The SEC's response could prompt other companies to follow suit. The oil major has fought back aggressively against activists in recent years, and could shore up more support from its unusually large base of retail shareholders - who typically have lower turnout rates but vote overwhelmingly in support of Exxon's board. Individual investors currently "lack access to numerous services that make voting fast and easy for larger institutional investors. Activist groups often exploit this gap to push political goals at the expense of shareholder value," Exxon said in a statement. In the coming weeks, retail investors will be notified through their brokerages that they can enroll in a free program to vote their shares in line with management recommendations, Exxon said in a statement. If investors change their minds, they can override the program and cast their votes manually according to instructions in the proxy materials. Exxon said it is the first U.S. company to offer such an option. "As a matter of fairness, it's time to level the playing field," the company said. Nearly 40% of the company's shares are held by individuals but just a quarter of them vote during proxy season, though they mostly support the board, Exxon said. Retail investors hold about 30% of most large U.S. companies. They are a sought-after pool when companies face close board elections or campaigns for ideologically charged shareholder resolutions. Only a few other iconic U.S. brands approach Exxon's level of retail ownership, including Apple (AAPL) and Tesla (TSLA). Exxon has faced several high-profile activist shareholder campaigns tied to climate issues in recent years, notably in 2021 when three dissident directors were elected to its board. Last year, it continued to pursue litigation against activist investors Arjuna Capital and Follow This, even after the groups withdrew their proposal calling on Exxon to cut its greenhouse gas emissions. In a statement in May last year after a judge dismissed Exxon's lawsuit against Follow This, founder Mark van Baal said Exxon was attacking the rights of all shareholders to put forth proposals about emissions, the cause of climate change. Exxon's most recent annual meeting in May featured no qualifying shareholder resolutions for the first time since 1958, following its aggressive campaign against resolution-filers. In the statement, Exxon noted a number of top fund managers have created similar options allowing their investors to vote with corporate boards, although the fund firms also allow users to select other policies like choices that support more climate and social measures. During an energy conference in Austin on Friday, Exxon CEO Darren Woods said the company wanted to stop activists from submitting the same proposal year after year. "My view is, if you're going to play that game, we can play too," Woods said.

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9/15/2025

YouGov Seeking Internal Hire as Next Chief Executive

The Times (London) (09/15/25) Powell, Emma

An insider is being sought by YouGov Plc (YOU) to become its next chief executive after its previous boss, a former Meta executive, failed to fully understand the pollster’s “unique culture” and abandoned its growth strategy. Steve Hatch left abruptly in February after the company shed almost 60% of its value during his 18-month tenure. Stephan Shakespeare, the chairman and co-founder, was parachuted back in on a temporary basis. The company, which has made its name as a well-regarded indicator of voter intentions, is understood to be searching internally for a chief executive that will revert back to the strategy set out at its 2023 capital markets day, namely scaling up, and better integrating, its various data products and services. A decline in data products revenue last year prompted YouGov to warn on profits, sending the shares down 40% in just one day. Just before Hatch’s exit, the company said data products had returned to “low single-digit growth” on an underlying basis, over the six months to the end of January, after declining by 1% during the previous financial year. Hatch remains a shareholder in the company. YouGov runs large “panels” that inform companies about the consumer perception of their brands or advertising strategies, which includes surveying a couple of thousand people a day about a range of preferences. It is thought to have been felt by the board that under Hatch, who previously led the northern European arm of Meta Platforms, owner of WhatsApp and Instagram, the company had lost focus, and that its €315 million acquisition of GfK Consumer panel at the start of last year was poorly integrated. The company is in the process of overhauling its sales function, reversing changes that had been made to unify its teams, and changing the incentive structure to push more sales of its Brand Index, a standardized subscription product. It is also seeking to expand further in North America. YouGov was co-founded by Shakespeare in 2000, alongside Nadhim Zahawi, the former Conservative chancellor. It recently strengthened its board by appointing Ian Griffiths, a former finance chief at Kantar, and Belinda Richards, a senior partner at Deloitte, as non-executive directors. Shakespeare has previously counted himself out of taking on the chief executive role permanently, saying in March that there was “absolutely no timeline” for appointing a permanent successor to Hatch. Shakespeare and his family retain a stake of about 8% in the company. The departure of Hatch came after Gatemore Capital Management, which had a 1.3% stake in the company, had called for Hatch to be replaced and for the company to seek a private buyer. The company, which is listed on London's junior Aim market, was previously thought to have been eyeing a potential move of its stock market quote to America, which is its biggest market. However, that is now understood to have taken a back seat while it attempts to revive sales growth.

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9/15/2025

CSX CEO Says Railroads have Struggled to Grow Due to Fixation on Profit Margins

Trains (09/15/25) Stephens, Bill

U.S. railroad traffic levels have been stagnant over the past 15 years because the Class I railroads were obsessed with profit margins while neglecting growth opportunities, CSX Corp. (CSX) CEO Joe Hinrichs says. Hinrichs, speaking at an investor conference last week, was asked why railroads have struggled to grow, even setting aside the long-term decline of coal traffic. “Maybe it’s a little easier for me to opine on it because I wasn’t here for most of that time period,” Hinrichs says. The former Ford and GM executive came to the rail industry when he was named CSX’s CEO in September 2022. “Let’s be honest. The last 10, 15 years, the main focus of the industry has been restructuring the business to get a lot more efficient and to create better margins, which in itself isn’t a bad thing,” Hinrichs says. The average Class I railroad operating ratio fell from 70.8% in 2012 to a record low 59.9% in 2021. “But that was the No. 1 focus, and you can see all that activist activity and all of the things that went on to drive that obsession with O.R. improvement, which again, unto itself is not bad,” Hinrichs says. “But there wasn’t, at the same time, the same drive to grow volume.” The only incentive for railroad management teams over the past decade-plus, Hinrichs says, has been to reduce the operating ratio. “I’m not criticizing it because look at the efficiencies and the operating margins that we have that we didn’t have 10, 15 years ago,” Hinrichs says. “But if your only pursuit is every quarter trying to show a little better O.R., then intermodal business is not going to be your priority, or other truck-competitive carload business, let’s say, because the pricing dynamics are different.” Railroads face intense Wall Street pressure to maintain profit margins. Since 2012, activist investors have engaged railroads with lagging operating ratios at least five times. Most recently, Ancora Holdings in August urged the CSX board to make management changes due to, among other things, a slide in the railroad’s operating ratio. Hinrichs noted that over the 12 months ending June 30 CSX has experienced a $1.2 billion decline in operating income compared to 2022, due to a combination of one-time items and factors beyond the railroad’s control, such as a sharp decline in export coal revenue. Export metallurgical coal prices are tied to global benchmarks. The sinking coal revenue alone was a 2.5-point hit to CSX’s operating ratio. “Accountability isn’t an awful thing,” Hinrichs says. But if investors remain fixated on the operating ratio, then railroads will remain stuck in no-growth mode, he says. “We’re going to get the same thing over and over again. We’re going to talk for 10 years more about, ‘It’d be nice if we could grow, but this quarter you better have 40%-plus margins,” Hinrichs says. Railroads need to prove they can maintain profit margins and bring on new volume, Hinrichs says. “We can do both. ?I believe we can, and I believe we have an opportunity right now in this industry to demonstrate that,” he says. Part of the challenge is that lower-margin intermodal traffic is growing faster than high-margin carload business. “We’ve got to be able to demonstrate you can continue to run a very efficient railroad, optimize your margins, pricing, everything on the carload business, and grow and go after that truck-competitive business, whether it’s carload or intermodal,” Hinrichs says. CSX has shown that it’s possible, Hinrichs says, citing the fact that by the end of 2024 CSX was the only Class I whose volumes returned to pre-pandemic levels, with growth in both intermodal and merchandise business. This profitable growth, Hinrichs says, should boost earnings and enable the railroad to return more capital to shareholders while expanding its stock multiple. “That’s the thesis,” he says. One way to gain new volume, he says, is through interline partnerships that can tap new markets and provide better service for the traffic currently exchanged between CSX and other railroads. “We have motivated players to grow the pie,” he says.

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9/15/2025

Activist Funds Ramp up Japan Bets After Record Bids Last Year

Bloomberg (09/15/25) Sano, Hideyuki

Activist investors are intensifying their focus on Japan following record-breaking bids in the previous year, reflecting growing confidence in the potential for corporate change and value creation in the country. Japanese equities have attracted heightened activist interest as funds seek opportunities to influence governance, enhance shareholder returns, and push for strategic initiatives, including restructuring, capital allocation improvements, and board reforms. The trend coincides with a broader rally in global markets, with the MSCI All Country World Index and Asian shares hitting multi-year highs, bolstered by expectations of a Federal Reserve interest-rate cut. Investors are interpreting Japan’s political developments, including Agriculture Minister Shinjiro Koizumi entering the ruling Liberal Democratic Party leadership race, as potentially stabilizing for domestic policy and corporate sentiment. The combination of supportive macroeconomic conditions, lower interest rates, and a favorable regulatory environment for shareholder activism is encouraging activists to increase stakes and push for measurable governance outcomes. This shift signals a more strategic, interventionist approach, emphasizing selective, high-impact campaigns rather than broad, symbolic engagements, mirroring global trends in activist investing where precise targeting and credible influence are increasingly prioritized.

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9/14/2025

Boohoo Faces Showdown at Shareholder Meeting

The Telegraph (U.K.) (09/14/25) Boland, Hannah

Boohoo (DEBS) is facing mounting pressure ahead of its shareholder meeting this week, after two leading proxy advisers urged investors to reject its executive pay report. Institutional Shareholder Services (ISS) and Glass Lewis both raised concerns over what they described as a “lack of clarity” in the company’s remuneration policies, particularly around a bonus package for chief executive Dan Finley. Finley, who took charge in November after leading Boohoo’s Debenhams division, was awarded a package worth more than £2m in cash and shares. ISS said Boohoo had failed to explain whether the award was equivalent to compensation forfeited from his previous role. The advisers also questioned discretionary bonuses given to other executives, with Glass Lewis warning they reflected “a lack of resolve” to properly link pay to performance. The dispute comes as Boohoo battles its largest investor, Mike Ashley’s Frasers Group, which has accused chairman Tim Morris of pursuing financing arrangements against shareholders’ best interests. Frasers has already attempted to oust Morris and previously sought to install Ashley as chief executive, arguing he could reverse Boohoo’s slump. Shares in the group, which is now repositioning under the Debenhams name, have fallen almost 90% over the past five years, while the company reported record losses of £348m last year. Boohoo said its remuneration policy was designed to attract and retain leadership during a multi-year turnaround, stressing that both ISS and Glass Lewis had backed binding resolutions despite concerns about pay. Shareholders will vote on the proposals Thursday.

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