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3/9/2026

Korea Zinc Files Police Complaint Alleging Illegal Proxy Drive by Young Poong–MBK

Chosun Biz (South Korea) (03/09/26) Eun-im, Jo

Korea Zinc (KRX: 010130) said that ahead of its regular shareholders meeting scheduled for March 24, it filed a complaint with the Seoul Jongno Police Station accusing the Young Poong (KRX: 000670)–MBK Partners side of violating the Financial Investment Services and Capital Markets Act and obstructing business. Korea Zinc claimed that some employees of the proxy solicitation firm representing Young Poong–MBK impersonated Korea Zinc or deceived shareholders to collect their proxies. Korea Zinc said, based on accounts from shareholders, that the accused wore Korea Zinc employee ID cards around their necks and approached shareholders in a way that could be mistaken for being Korea Zinc employees. In cases where shareholders could not be reached, they posted a notice in front of the shareholder's home that bore only the company name "Korea Zinc Co., Ltd." After a call was made to the contact number on the notice, it was confirmed that the individuals revealed they were employees of a firm collecting proxy delegations for Young Poong only when shareholders repeatedly asked or pressed them to confirm their affiliation. A Korea Zinc official said, "As a result, some shareholders reviewed whether to delegate their voting rights or complied with the proxy procedures while mistakenly believing the counterpart was from Korea Zinc, leading to proxy delegations that differed from their intent." Korea Zinc views this as constituting clear obstruction of business. Under Article 314, Paragraph 1 of the Criminal Act, the crime of obstruction of business is established when work is obstructed by deception or force. Korea Zinc also noted that there is a ruling that the crime is established even if the result of obstruction has not actually occurred, so long as there is a risk of causing such a result or if the appropriateness and fairness of the work has been impeded. Korea Zinc's position is that this also constitutes a serious crime that disrupts order in the capital market and illegally obtains shareholders' personal information. Article 154 of the Financial Investment Services and Capital Markets Act requires that, in connection with the shareholders meeting of a listed company, when soliciting the exercise of voting rights by proxy, the important matters related to proxy solicitation be clearly stated or indicated. Anyone who violates this is subject to imprisonment for up to five years or a fine of up to 200 million won under Article 444, Item 19 of the same law. A Korea Zinc official said, "Acts of soliciting proxy voting without clearly disclosing the identity or affiliation of the solicitor, or the principal of the solicitation, or in a manner that causes shareholders to mistake the principal of the solicitation, run directly counter to the purpose of the above provision," adding, "If the ID cards worn by the accused are found to be similar to actual Korea Zinc employee IDs, it could constitute forgery of private documents and the exercise thereof, which we also specified in the complaint." Korea Zinc said it decided to take legal action, judging that these acts interfere with shareholders' legitimate exercise of rights and conflict with the "governance improvement" that Young Poong–MBK has cited as the justification for its claimed takeover of management control. It will closely monitor how the case unfolds and consider additional legal steps to prevent shareholder harm if necessary. A Korea Zinc official said, "We decided to file the complaint to uncover the truth through a rigorous and swift investigation by the authorities, as we view this as a criminal act that seriously infringes on shareholders' rights," adding, "We will continue to hold all illegal attempts to undermine shareholder value fully accountable under a zero-tolerance policy."

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3/9/2026

Palliser Seeks to Establish Minority Shareholder Voice at LG Chem as Company Continues to Ignore Deep Valuation Discount

Business Wire (03/09/26)

Palliser Capital, a top 10 shareholder of LG Chem, Ltd (KRX: 051910) today published a comprehensive presentation to “Recharge LG Chem” in advance of the Company’s Ordinary General Meeting of Shareholders (AGM) on March 31, 2026 with important information for shareholders about how Palliser’s shareholder proposals will help LG Chem unlock its deep discount and lead South Korea’s corporate and economic reforms. James Smith, Founder and CIO of Palliser, said, “Minority shareholders deserve best-in-class governance structures that align management and shareholder interests and promote genuine shareholder engagement. While we were reassured to see the Company take some initial steps in the right direction following the submission of our proposals, those actions remain limited and lack the structural safeguards necessary to deliver meaningful reform. We encourage shareholders to support our proposals at the upcoming AGM and believe constructive engagement can help position LG Chem for stronger governance and sustained long-term value creation.” The presentation highlights LG Chem's unprecedented 71% discount to NAV, an urgent situation the company has failed to wholly acknowledge, never mind decisively address. Contrary to the stated goals of the heavily criticized 2020 split-off of LG Chem Energy Solutions (LGES), the company's shares have underperformed for the past decade. Shareholder value has suffered for long enough and meaningful change is now needed. Palliser therefore urges shareholders to review its proposals, which include: Article #2.7 (Advisory Shareholder Proposals): Amending LG Chem’s Articles of Incorporation to enable shareholders who meet minimum size and length of holding thresholds to submit non-binding advisory shareholder proposals at shareholders meetings—promoting shareholder engagement and transparency on long-term, sustainable, core value-up principles; Article #3.1 – 3.3 (Sub-Advisory Proposals): Disclosure of discount to NAV as a major financial indicator in LG Chem’s corporate value-up plan; a review of existing executive compensation structures; and updates to the Shareholder Return Policy to further increase the monetization of LG Chem’s LGES stake; and Article #2.8 (Appointment of a Lead Independent Director): Amending LG Chem’s Articles of Incorporation to appoint a Lead Independent Director (LID) with specific responsibilities to serve as a representative of the independent directors and act as a bridge between the Board and minority shareholders. The LID would be selected from among the separately elected members of the Audit Committee, highlighting the LID’s enhanced mandate from (and responsibilities to protect) minority shareholders.

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3/9/2026

OneMove Pushes Board Overhaul at Software Firm Sylogist

Bloomberg (03/09/26) Sambo, Paula

OneMove Capital Ltd. is seeking to shake up the board of Canadian software maker Sylogist Ltd. (SYZ.TO), saying directors mishandled the company’s shift to a cloud-based business model. OneMove, founded by Tyler Proud, former chair of Dye & Durham Ltd. (DND.TO), says it owns about 9.2% of Sylogist’s shares and is urging investors to elect four new directors at an investor meeting next month. OneMove said previous efforts to spur change — including the addition of a nominee backed by PenderFund Capital Management in 2023 — failed to reverse the company’s performance. The shares are down more than 55% over the past two years. Representatives for Sylogist and PenderFund didn’t immediately respond to requests for comment. The software company has previously said it would accept one board nominee from OneMove. But Proud is “forcing an expensive and distracting proxy contest that demands majority control — almost 60% of the Sylogist Board — including a seat for Mr. Proud personally,” Sylogist board member Tracy Edkins said in a statement last month. Sylogist is a software-as-a-service company, selling to governments, schools and nonprofit organizations. In materials seem by Bloomberg News, OneMove said that despite operating in resilient public-sector markets, Sylogist has underperformed on key operating metrics compared with similar software providers. OneMove is proposing a slate of directors that includes Dye & Durham Chair Edward Smith, technology executive Rhonda Bassett-Spiers, corporate director Mary Filippelli, and Proud. If elected, the nominees plan to launch a strategic review, accelerate the search for a permanent chief executive officer and implement stricter capital-allocation and performance targets, including improving margins, according to the presentation.

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3/8/2026

Starboard Takes Big Stake in French-Fry Maker Lamb Weston

Wall Street Journal (03/08/26) Thomas, Lauren

Starboard Value has built a sizable stake in french-fry maker Lamb Weston (LW) and is pushing the company to speed up improvements and cost cutting to boost its underperforming stock, according to people familiar with the matter. Starboard is now one of the biggest shareholders in Lamb Weston, the people said. The exact size of the firm’s stake couldn’t be learned. Starboard has been an investor in the company for a while and recently saw an opportunity to scoop up even more shares with the business looking undervalued, the people added. Lamb Weston, based in Idaho, has a market value of close to $6.5 billion and is a major producer of frozen-potato products including french fries, hash browns and tater tots. It is the largest producer of french fries in North America and the second-biggest globally, with customers including McDonald’s (NYSE: MCD) and Chick-fil-A. A recent rough patch has intensified pressure on the company to turn its business around. Lamb Weston shares are down more than 10% over the past 12 months. Last summer, Lamb Weston struck a deal with another investor, Jana Partners, which had pushed for operational and capital-allocation improvements, as well as a potential sale of the entire company. Jana won a number of board seats, averting a proxy fight. Starboard has been engaging privately with Lamb Weston and is supportive of the current management team and Jana’s efforts, the people familiar with the matter said. However, the firm believes there is more work to be done and a greater sense of urgency is needed, the people added. A Lamb Weston representative said in a statement that the company values “ongoing and constructive dialogue” with its shareholders. “The board and management team are acting with urgency and have taken significant steps to position Lamb Weston for long-term success in a dynamic marketplace,” the representative said. Lamb Weston has been working to overhaul its operations after challenges including rising menu prices dented demand for its products. The company suffered further after it was seen by analysts and investors as expanding capacity too quickly and increasing its own prices too sharply. It appointed a new chief executive officer, Mike Smith, in January 2025. At the end of last year, Lamb Weston warned that its profit would face pressure from discounting to win back business and rising manufacturing costs internationally, sending shares tumbling more than 20% in a day. The company has said previously that it expects to achieve at least $250 million of annual cost savings in the coming years. Starboard believes the goal should be at least twice that figure, the people familiar with the matter said. Starboard thinks that the company is best-in-class in an industry that is already consolidated and has proved that it can win back lost market share, especially in North America, the people added. With the company’s international operations remaining more challenged, Starboard believes Lamb Weston should consider selling off its Asia Pacific business, the people said.

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3/8/2026

Phillips 66 Changes Board to Avoid New Proxy Battle with Elliott

Financial Times (03/08/26) Barnes, Oliver; Smyth, Jamie

U.S. oil refiner Phillips 66 (NYSE: PSX) has made changes to its board to prevent a repeat of last year’s acrimonious proxy battle with Elliott Management. In a move endorsed by Elliott, Phillips said on Sunday that ex-Dow finance chief Howard Ungerleider and former ConocoPhillips (NYSE: COP) executive Kevin Meyers would be added to its 14-person board to replace a pair of retiring directors. The board changes mean Elliott will not nominate a rival slate of directors to Phillips’ board, preventing the oil refiner from becoming embroiled in a second proxy fight this year. In a sign of how much Phillips’ standing has improved since a proxy battle with Elliott ended in a split vote last year, one of the new directors, Ungerleider, was a Phillips nominee from 2025 who was not voted on to the board. The brokered peace between Phillips and Elliott will for the time being draw a line under one of the hedge fund’s most bitterly fought campaigns in recent memory, which resulted in Elliott’s first-ever full-blown proxy vote against a major U.S. company. Following last year’s fight, two Phillips nominees and two Elliott nominees were added to the oil refiner’s board. Elliott partners John Pike and Mike Tomkins endorsed the board changes in a statement, adding: “While more work must be done, we note the team’s focus on execution, capital return and the actions to enhance the company’s advantaged mid-continent position,” referring to the heartland of U.S. crude oil refining. The pair of new directors will replace Glenn Tilton and Marna Whittington, who announced their retirement last year. Elliott first built a stake in Phillips in September 2023 before upping its position to $2.5 billion last year and launching a proxy fight. Elliott made several demands of Phillips, including pushing it to offload its midstream unit and its stake in a chemicals joint venture, but Phillips’ management has not acquiesced. The détente between Phillips and Elliott occurs against the backdrop of an improved financial performance at the refiner, whose shares have jumped 39% over the past 12 months, giving it a market value of $66.5 billion as of Friday’s close. The S&P 500 index is up by nearly 17% over the same period. Paul Singer’s Elliott, which had nearly $80 billion of assets under management at the end of last year, has been a prolific investor in the oil and gas sector and is engaging UK oil major BP (NYSE: BP) as part of an ongoing campaign. Earlier this month, Phillips beat analysts’ quarterly earnings expectations due to higher margins in its refining business and record volumes shipped in its pipelines business. The company cut debt by $2 billion to $19.7 billion during the quarter after selling its 65% stake in a German and Austrian fuel retail business. U.S. refiners such as Phillips have benefited from increasing supplies of Venezuelan crude following the ousting of President Nicolás Maduro and are more immune to the U.S.-Israel bombardment of Iran affecting oil exports from the wider regions as they are less reliant on Middle Eastern crude than rivals. Phillips’ stock is up 7% over the past week. Jason Gabelman, analyst at TD Cowen, said Phillips had benefited from a sector-wide recovery in the U.S. refining industry driven by widening discounts in the lower-quality heavy crude they process to make petroleum products. “The move has been catalyzed by the Venezuelan regime change that increased exports of the country’s heavy sour crude to the United States, in addition to OPEC+ supply increases that were instituted throughout last year but did not start to influence the market until late last year,” said Gabelman.

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3/6/2026

BP Asks Shareholders to Vote Against Call for More Disclosures

Wall Street Journal (03/06/26) Whittaker, Adam

BP (NYSE: BP) has called on shareholders to vote against a resolution that would require it to publish more detailed disclosures on how it takes investment decisions. The resolution, filed last month by a group of investors, calls on the British energy major to disclose how it assesses cost-competitiveness for each project and how it accounts for cost-overruns. BP should explain how investment in exploration creates value for shareholders, the resolution said. The company said Friday that the resolution is duplicative of disclosures that BP already makes and doesn’t reflect its existing capital discipline or operational improvement. BP said the resolution is too focused on returns and ignores the company’s broader investment criteria. It said that all investment decisions are balanced against criteria that include strategic alignment, sustainability and integration. BP is increasing investments across its traditional fossil-fuel business after a move into renewable sources of energy hit profits. Multibillion dollar write-downs followed and the company has since been working to regain investor confidence. A new strategy set out in February last year involves more money for BP's oil-and-gas business and a focus on improving operational performance in a bid to grow shareholder returns. It has been accompanied by a revamped board and a new chief executive. The additional requirement would complicate a goal of simplifying reporting processes, BP said. The resolution was tabled by investor Australasian Centre for Corporate Responsibility, joined by some pension funds. They represent around 0.42% of BP's share capital, according to ACCR. The group has been critical of BP's increased expenditure on oil-and-gas assets, arguing historical investments—including in areas outside renewables—have contributed to the group's underperformance. The company needs to demonstrate that the pivot back to hydrocarbons will boost returns, the group said. BP’s annual general meeting, when shareholders will vote on the resolution, is due to take place April 23.

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3/6/2026

South Korea Eases Rules on Shareholder Activism, Treasury Stock Buyback Demands

Seoul Economic Daily (03/06/26) Nam-kyun, Kim

South Korea's Financial Services Commission (FSC) has clarified the scope of shareholder activities that do not constitute "management influence purposes," aiming to support institutional investors' efforts to enhance corporate value ahead of the March annual shareholder meeting season. The FSC announced on the 6th that it has provided partial legal interpretations regarding the capital markets act's large shareholding disclosure system (5% rule) to enable institutional investors to engage more actively in shareholder activities. Institutional investors have long called for clearer interpretations of their activity scope due to legal uncertainties over whether active shareholder engagement could be classified as having "management influence purposes." Under the Capital Markets Act, shareholders holding 5% or more of a listed company's shares, or whose holdings change by 1% or more, must report their ownership purpose to the FSC and the exchange. However, if the holding purpose does not constitute "management influence purposes," relaxed reporting deadlines and simplified procedures apply. The FSC first clarified that activities aimed at improving shareholder meeting culture—such as requesting early disclosure of agenda items or seeking explanations of agenda content for faithful exercise of voting rights—do not constitute management influence purposes absent special circumstances. Additionally, considering the recently amended Commercial Act that mandates treasury stock cancellation within a specified period after acquisition, the FSC stated that institutional investors requesting treasury stock cancellation or demanding implementation of treasury stock retention and disposal plans approved at shareholder meetings does not constitute management influence purposes. Regarding dividends, the FSC interpreted activities requesting companies to regularly communicate their dividend policies or dividend implementation plans as shareholder activities unrelated to management intervention purposes. Similarly, requesting detailed breakdowns of executive compensation, calculation criteria, compensation policies, or conveying opinions requesting changes to compensation policies does not constitute management influence purposes. The FSC plans to pursue amendments to the Stewardship Code in the first half of the year and supplement related legal interpretation guidelines. An FSC official said, "Institutional investors will be able to more actively engage in activities to enhance shareholder value through dialogue with companies."

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3/5/2026

Puma Shares Jump as Retail Billionaire Mike Ashley Buys Stake

Wall Street Journal (03/05/26) Stonor, Joe

Shares in sneaker maker Puma (PUM.DE) jumped after the company said that Mike Ashley’s Frasers Group (LON: FRAS) built a 5.77% stake in the German retailer worth around 185.02 million euros ($215.3 million). Puma stock was up 8%, or 1.71 euros, to 23.36 euros in afternoon European trade. Shares have risen 4.3% over the year to date. Filings with German authorities showed Frasers Group—which U.K. billionaire Ashley majority owns—had a claim over 8.5 million Puma shares, largely through the purchase of put options. The position confers voting rights on Frasers Group equal to the stake, provided the put options are exercised, and would make it Puma’s second largest shareholder behind the Pinault family, according to LSEG data. Through Frasers Group, Ashley holds significant minority stakes in a clutch of European retailers—positions he has used to pressure board changes, change dividend plans and push hostile takeovers. After building his career through sports retailers, Ashley purchased Frasers Group out of insolvency in 2018. He then built stakes in luxury brands including Hugo Boss (BOSS.DE) and Mulberry (LON: MUL), as well as U.K. fast-fashion names ASOS (ASC.L) and Boohoo (DEBS.L). Frasers Group’s holdings stand at 25.21% in Hugo Boss, 37% in Mulberry, 23.25% in Boohoo and 23.33% in ASOS, according to LSEG data. The development comes after Chinese group Anta Sports Products (ANPDY) in January announced plans to take a 29.06% stake in Puma via a buyout of the Pinault family in a 1.51 billion euros all-cash deal. Puma is in the middle of a broader business revamp under former Adidas (ADS.DE) executive Arthur Hoeld, who took over the running of the business in July. The company recorded a net loss of 336.6 million euros in the fourth quarter—against a net profit of 24 million euros in the same period a year earlier—as tariff pressures and inventory gluts weighed on the business. The Frankfurt-listed group previously said it aims to return to growth in 2027. Puma didn’t immediately respond to requests for comment. Frasers Group declined to comment.

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3/5/2026

Whitestone REIT Attracts Takeover Interest, Faces Proxy Fights, Sources Say

Reuters (03/05/26) Herbst-Bayliss, Svea

Private equity firms including Blackstone (BX.N) and TPG (TPG.O) have expressed interest in buying shopping center operator Whitestone REIT (WSR.N), three people familiar with the matter told Reuters. Houston-headquartered Whitestone, which acquires, owns, operates and develops open-air retail centers, has hired Bank of America (BAC.N) to oversee the proceedings, the sources said. Its shopping centers are located in Phoenix, as well as in Dallas-Fort Worth, Houston, San Antonio and Austin, Texas. News of the sales process comes just weeks after the company was notified that it now faces two proxy fights for board seats and months after it received a takeover bid from a major shareholder, the sources said. It has yet to respond to the takeover bid, the sources said. The private equity firms have signed confidentiality agreements with the company, allowing them to review documents and receive other information to shape a potential bid, the sources said. There is no guarantee, however, that the firms will submit bids or that a sale will occur. Whitestone has faced pressure from shareholders for years as several top 10 investors criticized the company's cost structure and governance. Several shareholders have said privately that the company, which focuses largely on renting to local businesses like nail salons instead of national chains that often anchor centers, should be privately held instead of publicly listed. In January, Emmett Investment Management, which owned roughly 2.5% of Whitestone at the end of 2025 according to LSEG data, nominated four director candidates to replace the majority of the six-member board. Emmett, a New York-based investment firm run by Alexander Rohr, hinted at a possible proxy fight six months ago and its decision to nominate in 2026 has not been previously reported. Emmett also nominated candidates for election in 2025. A representative for Emmett declined to comment. Also in early January, former Whitestone CEO James Mastandrea said publicly that he would nominate six candidates to replace the current board. A representative for Mastandrea did not immediately respond to a request for comment. Separately, leading commercial real estate developer and investment management firm MCB Real Estate, which owns more than 9% of Whitestone, offered to buy the company at $15.20 a share in November and said publicly in early January that the company had not responded to the offer. The November offer was the second time MCB offered to buy Whitestone. A representative for MCB declined to comment. Whitestone's stock price closed at $14.98 on Thursday, valuing the company at roughly $763 million.

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