1/9/2026

SEC Official Says Investment Advisors Can Use AI for Proxy Votes

Bloomberg (01/09/26) Beyoud, Lydia

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

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1/9/2026

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

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

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

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1/8/2026

BlackRock’s Updates Stewardship Expectations for 2026

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

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

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1/8/2026

Investment Trusts Face Activist Pressure as Record Buybacks Meet Stubborn Discounts

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

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

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1/8/2026

Palace Capital Calls Shareholder Meeting but Blasts Lakestreet’s Attack on Chair as “Misleading”

QuotedData (01/08/2026) Lumsden, Gavin

Palace Capital (PCA) has hit back at Lakestreet Capital Partners’ move to oust its executive chair Steven Owen, accusing the Swiss investment company of exhibiting “clear misunderstandings” of the UK property business. While confirming it would convene the general meeting requisitioned by its 22.5% shareholder, Palace Capital said Lakestreet’s announcement this week that it wanted shareholders to vote Owen off the board contained “inaccurate and misleading” comments about his pay. Owen earned over £217,000 in salary and benefits in the 2025 financial year but to compare his remuneration with the fees paid to the board’s previous directors, as Lakestreet had done, was misleading, Palace Capital said, as these had all been non-executive roles. The £42 million company said since the former non-exec chair Owen took on executive control in the summer of 2022 when Palace Capital began a managed wind-down, the costs of its board had been cut significantly. Owen, a former chair of Primary Health Properties (PHP), was supported by just one senior independent director, Mark Davies, currently PHP’s chief executive. “The company has made significant progress to date on reducing administrative expenses as the portfolio reduces in size following disposals. The company has closed its head office and reduced its headcount from an average of seven directors and nine employees for the year ending March 2022 to two directors and two employees. Directors’ fees have also been reduced significantly as a consequence,” it stated. Rebutting Lakestreet’s accusation that Owen was effectively gouging value from shareholders while slowly selling the company’s assets, Palace Capital said under his watch the company had sold £160 million of properties, repaid £95.4 million of debt, and returned over £64 million to shareholders through two tender offers, dividends, and share buybacks. It pointed out the £41.3 million portfolio held five investment properties, not the two cited by Lakestreet, although two assets in Halifax and Leamington Spa were under offer and a third in Exeter was expected to go under offer in a few weeks’ time. The two remaining assets in Northampton and Newcastle required the completion of asset management activities to make them attractive to potential purchasers, it said. The company retained nine apartments in York’s Hudson Quarter, valued at £4.2 million, with two under offer. Basel-based Lakestreet emerged on Palace Capital’s shareholder register in October with a 7.4% direct stake, which it lifted to 20.9% in November after buying most of the 19.7% holding of Swedish businessman Pehr Gyllenhammar who died that month. In December it reduced the position to 16.2% as two members of co-founder Valentin Pierburg bought shares. Pierburg and co-founder Christian Kappelhoff-Wulff want to replace Owen on the board but say they have no interest in appointing their firm as fund manager. They offered to withdraw the requisition if Owen agreed to complete the disposal of the Newcastle and Northampton properties for a fixed fee of £40,000 and waive his “outrageous” 12-month notice period, which Palace Capital said was standard for executive directors. Palace Capital denied another Lakestreet claim that Owen had moved the company’s financial year-end from March to September to avoid embarrassment over his pay, which is expected to hit £720,000 this year as a result of a maturing equity incentive plan. The firm said the move was aimed at cutting auditing and reporting costs, pointing out that shareholders had shown their support of Owen and the wind-down during a difficult property market with around 95% of annual votes in favor of his continuation in the past two years. A circular for the general meeting will be published in due course, it said.

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1/8/2026

Eric Su Proposes 3 New Board Members for TrueBlue

Staffing Industry Analysts (01/08/26) Johnson, Craig

An investor at TrueBlue (TBI) lauded the company’s recent announcement that it would appoint two new board members but said more must be done. In an announcement today, investor Eric Su revealed a slate of three proposed board members, saying gaps in experience and expertise still exist. “Shareholders deserve an opportunity to decide for themselves whether the skills and expertise of additional candidates can strengthen the board’s capabilities and enhance the quality and independence of oversight,” according to a press release from Su’s firm, EHS Management. EHS had announced in December 2025 that it planned to nominate a slate of directors. TrueBlue also announced that it was appointing two new independent directors to its board. The three nominees EHS Management proposed are former PeopleReady President and COO Wayne Larkin, former Angi (ANGI) Chief Product Officer Dave Fleischman and Su. Larkin held several roles at PeopleReady, a TrueBlue company, in addition to president and COO. They included executive VP of strategic relationships and president of Labor Ready. He spent 18 years at the company. Fleischman is an independent executive consultant and board member at Alsac, American Lebanese Syrian Associated Charities, which is the fundraising arm of St. Jude Children’s Research Hospital. He previously served as the chief product officer at Angi, the digital marketplace for home service professionals. Prior to that, he was senior VP of product at Compass (COMP), a real estate platform. Fleischman also served as chief product officer at Blue Nile, an online jewelry store. Su previously served as VP and head of M&A at IAC (IAC), the holding company for digital brands. The press release said Su played a leading role in IAC’s multibillion dollar investment in MGM Resorts (MGM). He also previously served on the board at Employbridge. Su was also a partner at Marcato Capital Management, a hedge fund based in San Francisco. TrueBlue has been contacted for comment. The two independent directors that TrueBlue announced in December 2025 were William Greenblatt and William Seward. Greenblatt in 1975 founded Sterling Infosystems, a global background screening services provider that was acquired by Goldman Sachs’ (GS) Merchant Banking Division in 2015. Today, Greenblatt is chair of Montague Street Capital, which he co-founded in 2015. Seward currently serves as executive VP and chief operating officer at Vestis (VSTS), a $2.2 billion supplier of uniforms and workplace supplies. Prior to this role, Seward spent more than three decades at UPS (UPS). The appointments were lauded by TrueBlue’s largest shareholder, Richard Pzena, founder and managing principal of Pzena Investment Management.

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1/7/2026

Denny’s Shareholders Sue Over Pending Buyout

Restaurant Dive (01/07/26) Littman, Julie

Denny’s (DENN) is facing at least two lawsuits from shareholders who allege the company’s proxy statement related to its proposed sale was “false and misleading,” according to a filing submitted to the U.S. Securities and Exchange Commission this week. The company said it received multiple demand letters from reported shareholders alleging that its proxy statement was “deficient” and requesting additional disclosures prior to a Jan. 13 special meeting with stockholders. The demand letters also threatened lawsuits if issues with the proxy statement aren’t addressed. Denny’s said the claims made in the lawsuits and demand letters “are without merit.” Denny’s entered into a definitive agreement to be sold to a cohort of investors consisting of TriArtisan Capital Advisors, Yadav Enterprises, and Treville Capital Group for $620 million in November. The all-cash transaction is expected to close during the first quarter of this year and will take the company private. The lawsuits claim that the proxy statement didn’t disclose enough information for shareholders to make an informed decision over voting in favor of the transaction. According to the suits, Denny’s did not provide, or it misrepresented, financial projections as prepared by its management; did not disclose information around the financial valuation analysis provided by its financial advisor Truist Securities (TFC); and did not discuss potential conflicts of interest among company insiders. Shareholder plaintiffs wanted to know more information about the background of the deal. The company decided to provide additional information to shareholders to try and “moot the unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation,” according to the filing. Denny’s said the filing and the provision of more information did not constitute an admission that it needed to disclose more information. “To the contrary, the company specifically denies all allegations set forth in the Lawsuits and the Demand Letters that any additional disclosure in the Proxy Statement was or is required.” Denny’s has dealt with investor criticism in the past. Prior to its buyout, the chain faced pressure from investor JCP Investment Management last September. That investor wanted to meet with the board to discuss ways to increase the company’s value after several quarters of same-store sales declines.

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