10/17/2025

HoldCo Owns Eastern Bankshares Stake, Pushes for Sale

Reuters (10/17/25) Herbst-Bayliss, Svea

HoldCo Asset Management has built a sizable position in Eastern Bankshares and wants the Boston financial institution to put itself up for sale, instead of buying up other banks, according to people familiar with the matter and documents seen by Reuters. HoldCo, which built its 3% stake in Eastern in recent months, is pressing for a sale, possibly to its much larger neighbor northeast super-regional M&T Bank (MTB). It also wants Eastern's management to stop its "poor allocation of capital," which includes three acquisitions made in five years and multiple securities restructurings, said the people who are familiar with HoldCo's thinking but can't discuss it publicly. The acquisitions ate up nearly all of the excess capital that Eastern received when it transformed from a mutual bank, founded in 1818, to a publicly traded company in 2020 when it raised $1.8 billion through its initial public offering, HoldCo argues. HoldCo blames Eastern's former chief executive and board chairman, Robert Rivers, and directors for mismanagement, arguing they have little expertise in buying banks but acquired three companies in four years the people said. A representative for Eastern and for Rivers did not immediately respond to requests for comment. The Fort Lauderdale, Florida-headquartered hedge fund, which oversees some $2.6 billion in assets and invests primarily in financial institutions, is ready to talk to Eastern's management but is also poised to ratchet up pressure and possibly launch a proxy fight to throw out directors, the people said. Eastern, which has a market value of $3.8 billion, currently has 15 directors and five, including Rivers who was elevated to executive chairman last year, will stand for election in 2026. "Nothing would please us more than a consensual resolution, but a proxy contest and any and all other options are on the table," the firm's founders Vik Ghei and Misha Zaitzeff said in documents seen by Reuters. Zaitzeff has already served on the board of another Boston-based bank, Berkshire Hills Bancorp, as part of a 2021 settlement between the hedge fund and bank. HoldCo is taking aim at Eastern two weeks after playing a role in an $11 billion deal where Fifth Third will buy Comerica. For months, the hedge fund had pushed Comerica to sell itself and in September turned up the heat by threatening to nominate five directors to its board. Bank mergers and acquisitions, while notoriously tough because of regulatory requirements, are expected to pick up now, analysts said, noting the Trump administration is expected to be more lenient than the Biden administration in approving possible deals. Eastern is Boston's leading local bank with more than 100 branches in Massachusetts, New Hampshire, Rhode Island and Connecticut and what analysts call loyal small business and retail customers whose families have banked there for decades. It also has low deposit costs, making it a potentially attractive target for bigger banks to buy. While Eastern cites its acquisitions as strengths that helped assets swell to $30 billion next month from $12 billion in 2019 and strengthen its foothold in wealth management, HoldCo disagrees. The firm argues that recent purchases of Century Bancorp, Cambridge Bancorp and HarborOne Bank, which will be finalized next month, have hurt shareholders and that they would have been better off if management had done nothing. "Had Eastern refrained from M&A and Securities Restructurings, it would conservatively have $13.90 per share of excess capital today versus a stock price of $17," the document said, adding "meaning that paying a special dividend today would allow shareholders to basically own this bank for free." While HoldCo criticizes Rivers for his actions, he wields great power in Boston. Boston Magazine ranked him as No. 7 on its Most Influential Bostonians 2025 list, ahead of Fidelity Investments' Abigail Johnson and New England Patriots President Jonathan Kraft.

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10/17/2025

Six Flags Entertainment Adds Sachem Head Executive to Board

Reuters (10/17/25) Herbst-Bayliss, Svea

Six Flags Entertainment (FUN) is adding an executive from activist hedge fund Sachem Head Capital Management to its board at a time the theme park operator is facing pressure from several investors to perform better. The company said on Friday that it appointed Sachem Head partner Jonathan Brudnick to the board, expanding the board size by one to 13. At the end of the year, when two directors retire, the board will have 11 members. He will also join the nominating and corporate governance committee. Six Flags, which has a market capitalization of roughly $2.1 billion, saw its shares lose half of their value this year when rainy weather at the start of the summer kept visitors away from its parks. The stock price closed at $21.26 on Thursday and has lost 55.5% since January. Sachem Head owns nearly 10% of the company and began establishing its position in the second quarter. The sagging share price has also attracted other investors who have been pushing the company to make changes to lift its stock price. Last month activist investor Land & Buildings, which owns a 2% stake in the company, again urged the company to spin out its real estate into a real estate investment trust that its fund manager, Jonathan Litt, thinks could trade at higher multiples. The hedge fund first floated the idea of selling off the real estate in late 2022. Six Flags Entertainment was created last year when Six Flags merged with Cedar Fair. For Sachem Head this is the second board seat the firm has scored in the last four weeks after Performance Food Group (PFGC) invited Sachem Head founder Scott Ferguson onto its board shortly after the firm had said it wanted four seats, including one for Ferguson.

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10/17/2025

Bill Holdings to Cut Workforce by 6%

Payments Dive (10/17/25) Marek, Lynne

Bill Holdings (BILL) will cut its workforce by 6%, CEO René Lacerte announced. That’s equal to about 140 employees, based on headcount as of the end of June. “After careful consideration, the executive team has made the decision to reduce our workforce by 6%,” Lacerte said. The billing software company also disclosed in a regulatory filing Thursday that it has reached agreement with the investment fund Starboard Value, which disclosed an 8.5% Bill Holdings stake earlier this year, to increase the size of its board to 13 directors, and add two new members proposed by the firm. In addition, the company disclosed that a board director and its chief legal officer are exiting. As part of the agreement, Starboard said it would withdraw a September letter to the company in which it nominated its own slate of directors for consideration at the annual meeting and will vote in favor the company’s revised slate of directors. Starboard said last month that it planned to nominate a slate of “highly qualified” directors at Bill Holdings to seek changes after it amassed its ownership stake. The San Jose, California-based company that provides bill payments and financial operations software to small and mid-sized businesses. As part of its regulatory disclosures this week, Bill Holdings said that Stephen Fisher resigned from its board on Oct. 14, and that Peter A. Feld and Lee Kirkpatrick would join the board under the new Oct. 15 pact with Starboard. As part of the agreement, the investment firm also entered a standstill agreement, with stipulations regarding board replacements, non-disparagement, confidentiality and Starboard’s expense reimbursement. Another activist investment firm, Elliott Management, also said last month that it had accumulated a 5% ownership stake in Bill Holdings. Lacerte, who is also the founder of Bill Holdings, was put on the defensive, and tried to defend the company’s performance during an investor conference last month. “The board has always actively thought about shareholder value and how you create more shareholder value,” Lacerte said, adding later in the discussion that “the DNA of the company” is focused on growth and profits. The announcement that the workforce will be pared also gave some explanation of the company’s reasoning. “We are becoming a more focused and efficient organization, realigning teams around top priorities and improving execution,” Lacerte said. “These efforts have laid important groundwork, but they haven’t yet delivered the level of results necessary to achieve our continuing profitability goals.” Bill provides its services to about a half million small-to-medium business and 9,000 accountants who manage their money. The company’s focus shifted this year, meaning it had a different relationship with those customers. “Our goal is to shift from doing the work with our customers to doing it for them by anticipating their needs, streamlining financial operations, and helping them grow faster,” Lacerte said. To bolster the growth goals, the CEO said Bill Holdings has recently expanded embedded payments ties with the companies Oracle NetSuite and Paychex and it also invested in agentic artificial intelligence. The job cuts are part of the overall restructuring plan. “Reducing our workforce improves organizational agility and efficiency, while also freeing up capital resources to fuel investments that strengthen our market leadership,” Lacerte said. Bill Holdings reduced its workforce not quite two years ago. In December 2023, the company said it would cut 15% of its headcount, or about 378 workers.

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10/16/2025

Editorial: Great News: a Proxy Adviser Retreats

Wall Street Journal (10/16/25)

"Every so often events go right," writes the WSJ editorial board. "So it is this week as the proxy advisory firm Glass Lewis said it will stop providing cookie-cutter recommendations to institutions on how to vote their shares in corporations. This is a victory for market competition and better corporate governance. Glass Lewis said disagreements between U.S. and European investors on sustainability matters are 'challenging the traditional model of proxy voting organizations that rely on a single house view.' What it means is that U.S. investors were tired of Glass Lewis’s bullying leftward tilt in its proxy recommendations. Going forward, the firm said it plans to let its customers decide. We’ve been fighting this one for a long time. Glass Lewis and Institutional Shareholder Services (ISS) have been running a proxy advisory duopoly that serves the left’s political and cultural agenda. The two firms make up more than 90% of the proxy advisory market. Pension funds, foundations and mutual funds often outsource their proxy voting to these firms. The duopoly’s recommendations can sway votes on executive 'say-for-pay,' climate and diversity, equity and inclusion resolutions, and more. If companies don’t follow their guidelines on what is supposedly 'good' corporate governance—however they define it—the firms may recommend shareholders vote against directors. Do as they say—or else. JPMorgan Chase (JPM) CEO Jamie Dimon this spring unloaded on the duopoly. 'They are owned by the NGOs'—i.e., non-governmental organizations, he said. Their data is 'wrong,' yet 'they don’t have to correct them.' And companies 'can hire them' to improve their corporate governance ratings. 'Really? They should be gone and dead, done with.' He was right on every point. Many institutional investors appear to feel the same way and have pushed the duopoly to offer customized voting that aligns with their own preferences. Vanguard and BlackRock (BLK) have announced plans to let their own customers do so. Glass Lewis is now responding to the market competition and political pressure from Republicans, though it has denied the latter. 'It’s clear that clients in the U.S. are moving. If that’s because the politics of the space is changing, so be it,' Glass Lewis CEO Bob Mann told the Responsible Investor news-site. 'We need to be able to pivot to meet their needs.' He added that the proxy advisers are moving from a place where they 'have led the market and have been a standard setter in a lot of ways' to one where their job is to 'empower our clients.' That is called spinning a virtue out of a necessity. Mr. Mann is all but conceding that Glass Lewis has been pushing an agenda that wasn’t shared by its clients. The firm’s influence over voting will diminish at last. Let’s hope ISS is next up for retreat."

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10/16/2025

Investors Call for Greater Disclosure in Toyota's Buyout of Group Company

Reuters (10/16/25) Dolan, David; Shiraki, Maki

Global investors have called on Toyota Motor (7203) to provide more disclosure about its planned buyout of group firm Toyota Industries (6201), criticizing what they said was "opaque" valuation and a failure to safeguard the interests of minority shareholders. An August 8 letter — made public on Thursday — from some two dozen asset managers including AllianceBernstein, Neuberger Berman and Schroders, is likely to deepen scrutiny of a deal that promises a landmark unwinding of cross-shareholdings and to strengthen the influence of the founding Toyoda family within the group. The transaction is being closely watched as it involves an overhaul of the country's most important corporate group and coincides with a push by regulators and the government for better corporate governance. Toyota Industries, a maker of forklifts and a key supplier to the Japanese automaker, is to be taken private by Toyota, group real estate company Toyota Fudosan and Toyota chairman Akio Toyoda. The proposed transaction includes a 3.7 billion yen ($24.5 billion) tender offer for shares of Toyota Industries at 16,300 yen apiece, which represents around a 23% premium to the share price before word of the deal broke in April. That is well below the 44% average premium in similar deals based on Tokyo Stock Exchange data, the investors said. The deal has the potential to "either reinforce or weaken the progress made in corporate governance reforms," the investors said in the letter. It was sent by the Asian Corporate Governance Association (ACGA), which represents asset managers in the region, and was signed by global institutional investors. "Central to our concerns is the lack of full valuation disclosure," the investors said. They called for the release of all valuation models, tax assumptions and third-party appraisals used to determine the offer price. ACGA has had a series of calls with both companies about the deal and a Toyota Industries independent director was made available for discussion, providing a level of access that is relatively rare, ACGA Secretary General Amar Gill told Reuters. Toyota said in a statement that it had engaged in "multiple rounds of constructive dialogue" with ACGA and has sought to provide thorough explanations of its position. "The negotiations between the independent companies involved in this transaction have been conducted in good faith through a fair and independent process, with sufficient consideration given to the interests of minority shareholders," it said. "Should there be any matters that require disclosure in the future, we will promptly make such announcements." Shares of Toyota Industries have been trading above the offer price — they were at 16,620 yen on Thursday — suggesting market participants believe Toyota may yet increase the price. The investors also took issue with the planned transactions' treatments of several Toyota group affiliates as independent minority shareholders — which would mean that Toyota would effectively need backing from only 42% of minority shareholders, rather than a majority — to seal its bid. They asked Toyota's board to clarify how it managed and addressed the potential conflict of interest between Chairman Akio Toyoda's direct investment and other shareholders. The tender offer for Toyota Industries was originally expected to launch in December but it is now likely to begin in February or later, Toyota said this month. It is awaiting regulatory approval in some jurisdictions.

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10/16/2025

Paul Singer’s Elliott Is Raising $7 Billion for a New War Chest

Bloomberg (10/16/25) Kumar, Nishant

Paul Singer’s Elliott Investment Management is raising billions of dollars in new cash as the hedge fund readies a war chest for new trading opportunities. The investment firm will take in as much as $7 billion in a fresh fundraising round, according to a person with knowledge of the matter. The money will be called as needed — a private equity-style mechanism the firm has used over the years to invest gradually in emerging opportunities, the person said, asking not to be identified because the details are private. The new cash is being raised in Elliott’s 11th drawdown vehicle. About $2 billion remains to be called from the previous capital commitment of a similar size in 2023, the people added. Elliott joins peer D.E. Shaw & Co. in seeking new money at a time when most of the largest multistrategy hedge funds remain closed to cash, with some even returning capital to avoid growing too big. Such huge outfits that deploy multiple portfolio managers across several asset classes have become popular among investors because of the steady returns they are able to generate. Singer’s firm has become one of the industry’s biggest players, making punchy bets on everything ranging from depressed companies to Argentine bonds. Its activist campaigns are feared by C-suites and governments alike, and its yearly returns average in double digits since launch back in 1977, with only two years of losses. The planned capital raising follows the $13 billion Elliott raised in 2022, its biggest-ever haul preceded by the $7 billion a year later.

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10/16/2025

SEC’s Atkins Wants to Future-proof his Agenda

Pensions & Investments (10/16/25) Croce, Brian

SEC Chair Paul Atkins said he’s aiming to finalize rules that have staying power, as his agency works to reduce regulatory burdens for registrants and entice more companies to go public. “My real concern, ultimately, is future proofing what we do,” Atkins said Thursday at a Security Traders Association conference in Washington. Atkins said he’s aiming to build consensus on key issues before the SEC, such as cryptocurrency regulation, shareholder proposals and a best execution standard for brokers. “This is where listening to the marketplace and to all the people who have interests in a robust and productive marketplace, to get your comments,” he said. “It’s not the SEC knows all, sees all, and just charges ahead.” Atkins, who’s led the SEC since April, criticized the previous administration for proposing too many rules at once and for issuing rule proposals with shorter comment periods than the customary 60 days. He also reiterated his push to “make IPOs great again” and said the SEC is examining ways to cut down on reporting requirements for public companies while also making it more difficult for activist investors to get certain shareholder proposals onto company proxy ballots. Prior to Atkins’ confirmation, the SEC in March issued new guidance to make it easier for public companies to get the greenlight to exclude shareholder proposals on company proxy statements. Atkins told reporters after his appearance on stage that he wants to “restore that balance” to shareholder proposal rules and said the agency is mulling raising the ownership threshold requirements to submit such proposals. With respect to disclosure requirements, Atkins said the SEC will be focused on materiality and what an individual investor needs to know. “That’s not necessarily what BlackRock, or the bank down the street, or you all in the training pits are concerned about, but it’s that objective sense of what’s material for that investor. That’s what we’re striving to do. We badly need spring cleaning of the attic, basement, and the garage to really make these rules so that they are productive and not redundant and not just creating a lot of disclosure things that makes it impossible for people to separate the wheat from the chaff.”

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10/16/2025

CSX Profit Falls 22% but Investors Focus on the Direction New CEO Will Take

Associated Press (10/16/25) Funk, Josh

Investors looked past a 22% drop in CSX’s (CSX) third quarter earnings Thursday and focused on the direction the railroad’s new CEO might take it and the possibility of any strategic deals. CEO Steve Angel promised to focus on making CSX the best-performing railroad. Without promising a merger, Angel said he would consider any strategic opportunities that make sense for shareholders. He also reminded investors that he ran industrial gas supplier Praxair for a decade before the opportunity to merge with rival Linde came up. “The way these things work — these strategic opportunities — you’ve got to wait for the right timing. You’ve got to wait for when the conditions are right,” Angel said. “So what you do in the interim, you run the company to the best of your ability every day, and you create value that way. And so if and when that time comes, you’re going into that discussion from a position of strength.” Thursday’s report was the first since Angel took the job late last month. The railroad is under pressure from investors, such as Ancora Holdings, to find another railroad to merge with, so CSX can better compete with the merged Union Pacific-Norfolk Southern railroad if that $85 billion deal gets approved. But both of CSX’s likely merger partners — BNSF and CPKC railroads — have said they aren’t interested in a deal because they believe the industry can better serve customers through cooperative agreements and avoid all the potential headaches that come with a merger. Most observers believe CSX and BNSF will be at a disadvantage if the Union Pacific-Norfolk Southern merger is approved. That transcontinental railroad will be able to shave more than a day off delivery times because it won’t have to hand off shipments between railroads in the middle of the country. So far, CSX and BNSF say they can achieve most of the benefits of a merger through cooperative agreements instead.

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10/16/2025

Rogers Corporation Announces Transition of Board Chair and Plans to Add New Independent Director

Business Wire (10/16/25)

Rogers Corporation (ROG) announced that Peter Wallace, Chair of the Board of Directors, has informed the Board of his decision not to stand for re-election at the Company’s 2026 Annual Meeting of Shareholders. In anticipation of this transition, the Board has elected Armand Lauzon, an existing member of the Board since 2023, to serve as the next Chair, effective immediately. Wallace will partner with Lauzon over the coming months to ensure a smooth transition. Wallace joined the Board in June 2010 and has served as Chair or Lead Director since 2019. “After 15 years of serving on the Board, I believe this is the right time for me to prioritize time with other boards and personal pursuits,” said Wallace. “Announcing my intent to not run for re-election now allows us to properly transition the Chair position. Rogers is well-positioned for an exciting future with a clear strategy, a strong management team, and a highly skilled Board.” Armand Lauzon is a veteran CEO and board director with over 40 years of experience leading industrial and manufacturing companies through transformation and growth. A former CEO of C&D Technologies and Carlyle Group portfolio companies, he now serves on the boards of Zekelman Industries and Northwest Hardwoods, in addition to the Rogers Board, bringing deep expertise in strategy, operations, and governance. “I am honored to take on this role at such an important time for Rogers,” said Lauzon. “Over the past few years, the Board and management team have refined our strategic priorities, with a focus on speed and agile execution and driving sustainable growth. I have great confidence in our ability to create long-term value for all our stakeholders.” In addition, Rogers will also appoint a new independent director to the Board with input from Starboard Value LP. A director search is underway. “We are pleased to see the appointment of Armand Lauzon as Chair and applaud the Rogers Board’s continued efforts to strengthen and renew its composition,” said Peter Feld, Managing Member of Starboard Value. “We invested in the Company because of our belief in Rogers’ substantial opportunity to improve operating and financial performance, and the importance of its products and materials to power, protect, and connect an increasingly technology intensive world. We appreciate the constructive dialogue we’ve had with the Board and management team. Having worked with Armand previously, I have seen first-hand how his leadership can impact performance, and we are excited to see him lead the Board of Rogers. We also look forward to working with the Board to identify and appoint an additional board member with appropriate skills and experience.” With this board change, Starboard Value has confirmed that it does not intend to nominate directors to stand for election at the Company’s 2026 Annual Meeting of Shareholders.

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